I Could Get Used to This
by Kayleen756894
Summary: Max was used to Rachel's physical affection. Well, as used to it as she could be. The gentle brush of fingers, hugs from behind, lips on her neck. Every touch, innocent or intimate, still gave Max a flurry of butterflies in her gut, but she was used to them. What Max wasn't used to was dealing with a horny Rachel when Chloe wasn't home. Amberpricefield.


**A/N: So like... are y'all ready for the fluffiest smut of your lives? Cause that's basically what this is lol I love these three and they deserve all the happiness in the world. I'm also super weak for Rachel Amber (I feel like everyone knows this about me by now) but if by chance you didn't know, this story will finalize that for you. This story alone basically proves my love for her haha this story may be told from Max's viewpoint, but Rachel's the star here.**

 **So curl up and relax for this lengthy ride. Enjoy everyone!**

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 **I Could Get Used to This**

Max was used to Rachel's physical affection. Well, as used to it as she could be. The gentle brush of fingers, hugs from behind, lips on her neck. Every touch, innocent or intimate, still gave Max a flurry of butterflies in her gut, but she was used to them. She expected such actions from Rachel and loved every one. Rachel was a very tactile person, using her hands and lips and tongue to accent the value of her words, making people infatuated with her on the physical plane and in every state of their consciousness. She was addicting and overwhelming sometimes, but all of her actions for Max were full of care and love, and because of that Max was used to her touch.

What Max _wasn't_ used to was dealing with a horny Rachel when Chloe wasn't home.

It was an all day thing, too. The lasting look Rachel gave Chloe as she left earlier that day for a D&D session with Steph and Mikey; the way her leg bobbed constantly during the movie she and Max finished watching an hour ago; the way she couldn't keep eye contact with Max for too long.

The way she had been avoiding touching Max like she was contagious.

Max wasn't offended. Not really. But she had wanted to cuddle up with her girlfriend during that movie. That was the whole point of bad movies, wasn't it?

The brunette knew why Rachel was trying not to touch her. Rachel liked to linger; liked to hold you for so long you felt cold when she let go; until you wouldn't get her perfume out of your nose for the next hour. Max had no doubt Rachel wanted to hold her hand, and cuddle her, and kiss her, but when Rachel was turned on that girl was like a tidal wave of sexual energy. She knew what she wanted and knew exactly how to get it, which made her perfect for Chloe who loved sex just as much as Rachel but was surprisingly shy to initiate it.

Max, on the other hand, wasn't ready for sex. Not at all. She was interested in it and wanted to experience it with her girlfriends someday, but she just wasn't ready. Chloe knew it. Rachel knew it. Neither of them judged her or tried to push her into anything she wasn't ready for, and Dog did Max love them for that.

Rachel was avoiding touching her because right now Rachel wanted more than they both knew Max could give. So, no, it didn't offend Max. But it did make her a little sad. Rachel was always giving and Max never felt like she was giving enough back, even if both Rachel and Chloe assured her otherwise. Max loved them so much and she knew they both loved her too, but Max still felt like she had so much catching up to do in more ways than just sex.

Those two were in a relationship long before Max came back to Arcadia Bay and were doing... _things_ way before Max had entered the relationship as well, so Max had hoped things wouldn't get awkward between them like it kinda was now.

"Hey Rachel," Max spoke up after watching the blonde stare at the same page in her book for the last five minutes. Rachel, who was sitting across the couch from her, looked up very suddenly, like she had awoken from a dream. Max sighed, saving the document she was working on and closed her laptop, setting it on the coffee table. "You know if you wanted to like... um... relieve yourself, I'm sure Chloe wouldn't mind if you used one of her toys. I could just put my earphones in. Or go take a walk. Or something."

Just saying those things made Max blush and rub the back of her neck sheepishly. Rachel stared at her for a moment before grinning.

"How did you know Chloe has toys?"

"Because it's Chloe," Max huffed. "And I'm not deaf."

Max was gradually turning redder, especially now that Rachel was laughing. It was a pleasant sound though, like a remedy that could cure all sorrow, and it gifted Max with those familiar butterflies.

"I guess I haven't been hiding it well, huh?" Rachel's laughter died down. She played with her blue feather earring and Max, for some reason, was hyperaware of every movement of those fingertips. "I'm sorry, Max. It really sucks when mine and Chloe's cycles line up. I haven't gotten any in like ten days." Rachel shook her head, as if the previous comment was irrelevant. "Doesn't matter. I didn't mean to make you uncomfortable."

"You're not," Max assured. "I get urges too. Most people do." The brunette sighed, rubbing her elbow with the opposite hand. "I just wish I could help you with yours."

"Hey, hey," Rachel soothed, scooting closer until their legs were nearly touching. It was the closest Rachel had been to her all day and the warmth that brought was comforting. "None of that. You have nothing to feel bad about. You know that, right?"

"Yeah," Max replied quietly, looking away.

"Max, I'm serious. I love you just as much as I love Chloe. Yes I love sex, but most importantly I love making memories with both of you. And I wouldn't even get to make these memories without you, Max. You saved me. You saved Chloe. You saved this whole damn ungrateful town. We're all here together because of you." Rachel cupped Max's cheek, turning her face so they were looking directly into each other's eyes. "You're amazing. And pretty. And talented. You deserve to be happy more than anyone. I never meant to make you feel bad about yourself Max, so just tell me how I can make it better."

Max was so bad at taking compliments but the way Rachel said them made her want to believe every word. Blue eyes flickered back and forth between seas of warm hazel, before dipping down to glossy pink lips. Max wet her own unconsciously.

There were so many things Max could say in response. So many requests. So many excuses. But all Max wanted right now was something that she hadn't received all day, and she was feeling deprived.

"Just kiss me, please."

The request was a phantom whisper but Max knew Rachel had heard her. They were so close that Max could see Rachel's pupils dilate, but they weren't close enough. Max wanted to be so much closer. If she could still think coherently it meant they definitely weren't close enough.

Rachel's fingertips ghosted her cheek, softly stroking. Max's skin tingled under her girlfriend's touch and it took every ounce of willpower to remain in place. This was Rachel's way of asking for permission, of preparing her, and Max knew if she just pounced on the other girl it could ruin what was about to happen between them.

Max had kissed Rachel Amber before. Several times. Hundreds of times by now, honestly. She was used to it. Rachel was always so gentle with her but also so passionate, showing respect and restraint and love and lust all at the same time, and even now those lips could turn Max's knees to jelly; could make Max kneel before Rachel like she was a queen.

But Max wasn't used to kissing a sexually frustrated Rachel Amber and both of them knew it. It would be an entirely different experience, one that Max wasn't sure she was ready for but simultaneously needed to be.

Rachel stared at her a moment more, waiting for a sign to continue. Max couldn't remember how to speak right now so all she could do was hold Rachel's hand against her cheek, leaning further into the touch she'd been craving all day. Max inched forward just enough so that Rachel would know she wanted this, and that was all Max needed to do for her request to be fulfilled.

Rachel leaned over and pressed her lips against hers, a familiar sensation but it still gave Max butterflies every time. Rachel's lips were so soft, sweet pecks against her own before diving a little deeper and skillfully gliding along Max's, guiding her in a waltz of hushed passion. Max was glad she was already sitting down because she could feel her knees go weak under Rachel's touch and knew they would have buckled had she been standing.

It was frightening, and intoxicating, how Rachel could make her crazy just from the most innocent of kisses.

The blonde's hands began to explore, the one on Max's cheek pulling away so trained fingers could trail down Max's neck, making her shiver, while the other hand gently stroked Max's arm. A fingertip tapped on Max's rapidly increasing pulse and the brunette had to pull away for a moment to take a deep breath. This immediately proved to be a mistake because the predatory look in Rachel's hazel eyes, the glittering hunger, made Max forget how to breathe altogether.

Rachel stayed back for a moment, taking her time admiring Max. Manicured, crimson nails crept up Max's neck in symmetry with her rising blush, and then gently scratched at Max's jaw line, making Max gulp as nerves and excitement started taking control of her senses.

It almost felt like a form of hypnotism because not only was it insane how quickly Rachel could take control of her, it was insane how much Max _wanted_ Rachel to have control. Maybe it was just because Rachel had a lot of experience and Max barely had any. Maybe it was because Rachel had an extreme energy source today normally spent on someone else and Max had wanted to kiss her for hours.

Maybe it was because Max was completely in love with her and knew Rachel felt the same.

Max moved without even realizing it, her body reacting fully to her desire, her craving, her feelings for this girl, and pulled Rachel in by her shoulders so their lips could meet once again. Rachel, judging by her hesitance, seemed a little surprised at Max's boldness, but she recovered just as quickly and smiled into the kiss, pushing forward with enough force that the back of Max's head was trapped against the back of the couch. Max gasped and Rachel took full advantage, sucking on Max's lower lip and nibbling it gently which transformed the brunette into a quivering mess. Rachel cupped her cheeks, stroking them with her thumbs and holding Max in place and Max felt herself completely melt into this girl, gripping onto Rachel's red flannel for support.

Rachel pulled back just enough for them to catch a breath, a mischievous grin stretching her lips from ear to ear. Rachel loved this. The aspiring model knew both Max and Chloe were absolutely weak for her and Rachel knew exactly how to benefit from that.

Not that Max minded. She loved it, too, and was certain Chloe felt the same. How Chloe was able to handle Rachel Amber on her own for so many years was a mystery to Max even to this day.

Max reached up to run her fingers through Rachel's golden mane, rewarded with a hum of approval. Max tucked Rachel's hair behind her shoulders, her blue feather earring and creamy neck now on full display, and Max was awestruck for probably the millionth time how genuinely beautiful this girl was. It was no wonder why most people fell in love with her as soon as they saw her, even if just for her looks alone.

But Dog she was so much more than that. Rachel was kind and thoughtful. She loved seeing people smile and making them feel special. Rachel made Max smile and feel special, even when Max felt so ordinary and boring next to someone as vibrant as her. Rachel loved showing affection, even just simple things like holding Max's hand when they walked around the house or hugging her from behind when she wasn't expecting it, and although Max was used to those affections from Rachel they made Max fall further in love with her every time. They made Max feel safe and validated and appreciated, and reminded her every day that everything she risked to save Rachel and Chloe was completely worth it.

Max stared at Rachel, _her_ Rachel, so beautiful and radiant and _alive_ , and wanted to cry, because she never thought this moment would ever exist. Max never thought she would deserve to have this moment. Never thought she would get to fall in love and be loved in return.

But Max could see it in Rachel's eyes all the time; past all the mystery and mischief and cunning, past all the barriers, was how much Rachel Amber was undeniably in love with her. Those hazel eyes flickered back and forth between Max's, shining with feeling and desire and love, and Max wouldn't have believed someone could feel for her so strongly if it wasn't literally staring her in the face.

All Max wanted to do was kiss her again; to show her appreciation, her love, in one of the only ways she knew how.

Rachel must have read her mind because in the next moment those lips were on hers and Max was enveloped in softness and warmth. Rachel's mouth danced against hers, slowly at first, but quickly picked up the pace as well as the passion. Rachel tugged Max's lower lip with her own and sucked hard, drawing a gasp from Max, and Rachel utilized the opening in Max's defenses to slide her tongue into her mouth. Max shivered from the feeling of that wet muscle against hers; at how skillfully it explored every inch of gums and teeth and tongue.

Without disconnecting the kiss, Rachel manoeuvred herself so she was sitting on Max's lap, thighs on the outside of Max's and trapping the brunette fully against the couch. Max's heart slammed against her ribcage, able to feel so much more of Rachel than she could before. She smelled of jasmine, and the blonde tresses that were now curtaining Max's face carried the lingering scent of coconut shampoo. Rachel's hands cupped her face, fingertips fluttering over her blushing cheeks and the shells of her ears. The pressure and warmth of Rachel's weight against Max's thighs and pelvis was overwhelming and made her lower belly churn with nervousness and anticipation.

Rachel pressed even closer, her thighs squeezing around Max's and her tongue diving even deeper into Max's mouth, stealing her oxygen along with her brain's ability to function. Max could barely remember that she had hands and that she should probably do something with them, and even then it took a few more moments to raise them to Rachel's biceps, grounding herself by rubbing the familiar material of Rachel's plaid shirt.

Hands caressed Max's jaw and when she felt fingers gently scratching the nape of her neck Max gasped, involuntarily breaking the kiss as her shoulders hunched up from the foreign sensation. It was new and weird and... _good_ , so good. After a few moments Max felt her body relax, and her eyelids slid shut as she surrendered to how surprisingly amazing it felt. It was a more intimate touch than how it appeared and Max felt shivers continually moving up and down her spine and _Christ_ Max never wanted Rachel to stop.

When Max finally found the willpower to open her eyes again to look at the beautiful girl who was making her feel these things, Max could barely handle the way Rachel was looking at her. Hazel orbs half-lidded, unable to look away and gleaming with lust.

Gleaming with desire for Max.

Then those lip gloss painted lips were on Max's chin, her jaw, travelling lower until Max groaned and threw her head back to give Rachel more room on pure instinct. Her face felt hotter than ever before as Rachel trailed open mouthed kisses down one side of her neck and glided the flat of her tongue up the other. Max was shaking, barely able to think, only still attached to this reality because of Rachel's gentle, yet dominant, hold and welcoming presence.

Rachel's lips reached Max's thundering pulse and sucked hard, the mixture of pain and pleasure making Max chomp down on her lower lip to suppress any embarrassing sounds from escaping. That was going to bruise and she knew it—her very first hickey, from Rachel fucking Amber of all people—but Max couldn't bring herself to care because it felt so good to be touched by Rachel; to be loved by Rachel.

To know that Rachel wanted her, was aroused by her, even if they both knew Max wasn't ready to go all the way.

The hand on the back of Max's neck continued scratching, dipping just below the collar of Max's T-shirt to scrape those manicured nails against Max's bare shoulder blades and Max suddenly felt her heart in her throat, beating so fast she was worried it would implode. Although it was a fairly innocent action, especially by Rachel's standards, the fact that Rachel's hand was underneath her shirt was something Max couldn't deny and it made every cell in her body alight with a yearning she didn't feel very often. She struggled to breathe under Rachel's skillful fingers and tongue, and Max caught herself wondering how much of Rachel's touch she could endure before she asked her to stop.

Rachel was apparently fascinated by Max's neck because she lingered there for a long time, peppering her with kisses and colouring her with hickeys with overlapping shades of red and purple. Max didn't care, couldn't care, and instead felt her lower belly spike with warmth knowing these marks meant she belonged to Rachel. They meant that Rachel loved her, desired her, and she wanted the whole world to know.

Max petted Rachel's mane, swiping golden strands out of her face as Rachel trailed her lips lower, occasionally leering at Max through her dark, thick eyelashes, making Max quiver. While keeping eye contact with Max, Rachel gripped the collar of Max's shirt with her teeth and playfully tugged on the material; clearly not planning to take the garment off if Max wasn't ready, but also letting Max know that Rachel was fantasizing about it and that turned Max on way more than she would ever admit.

Not like she would need to. Rachel was a master at reading people; reading Max's poorly concealed arousal probably didn't require more than a fraction of Rachel's attention.

The blonde shot upwards again, capturing Max's lips and continually sucking them long after they were red and swollen. Max trembled, taking shuddery inhales through her nose. She buried one of her hands in a sea of silky golden tresses, holding Rachel against her while the other reached for Rachel's hand, the older girl interlocking their fingers.

When Rachel finally pulled away Max was panting, cheeks hot as she tried to compose herself. Rachel clearly had no intention of letting her do so but Max wasn't too surprised; she had a solid guess what she was getting herself into when she requested the first kiss.

Rachel was breathing deeply, each hot puff of air wafting over Max's face and Max felt a surge of happiness and relief that this girl was alive; able to live and love and chase her dreams. Max had been given those powers for a reason, and she had no doubt in her mind that the reason was to save this girl.

Saving Rachel stopped the tornado which saved both Chloe and the town, and if it weren't for all of those intense and terrifying and heartbreaking moments, Max would be all alone right now. She wouldn't be sitting on Chloe's couch kissing one of the loves of her life while they both waited for the other to return home.

Max wouldn't have had a sexually frustrated Rachel Amber leaving hickeys all over her neck, and somehow Max was certain, even without her previous fortune-telling gifts, that this day would have been uneventful and miserable otherwise.

Rachel temporarily shifted her weight off of Max so the blonde could reach down under Max's left knee and lift it upwards so it was on an incline. Max was happy, and curious, to oblige, letting Rachel move her leg into whatever position she desired. Then Rachel sat on that lifted limb, trapping it between her thighs.

And when she met Max's gaze, she started grinding.

Max bit her tongue to prevent her jaw from dropping open and felt her heart skip a beat, and then several more, eyes glued to how Rachel's form slowly and effortlessly glided up and down Max's elevated thigh. Max could easily feel Rachel's heat through her pants and the friction of the action, the sound of their jeans rubbing together, made Max freeze like an ice sculpture. Max's hands froze in the air, unsure what to do with them. How could she focus on doing _anything_ when her hot as hell girlfriend was performing the most hypnotic dance Max had ever seen?

Rachel's eyes were lidded as she gently took Max's hands and placed them on her hips, holding them there so Max could feel every shift of her body; every roll of bone and muscle; every spark of friction between them.

The blonde leaned down, bracing herself with a forearm on the couch and the other holding the back of Max's neck, gently playing with wisps of brunette hair. Max's eyes darted back and forth between Rachel's, fingers twitching against Rachel's waist as she struggled to hold on.

"Rachel..." Max finally murmured under her breath.

" _Max_ ," Rachel groaned into Max's ear, making every hair on the back of Max's neck rise on end. Rachel took Max's earlobe in between her teeth and nibbled, and then Rachel picked up her pace, grinding harder and faster. " _Fuck_ , you're so good. You're doing so good."

Max blushed darkly at Rachel's tone and the implication of her words, and for some reason Max glowed under the praise even though she wasn't really doing anything. Rachel was always good at that; making someone feel special just for existing; just for sharing a moment in time with her.

Max was suddenly instilled with a smidge of confidence and an overwhelming desire to please Rachel to the best of her ability.

So when Rachel was about to grind back down, Max purposely pushed her leg more firmly against Rachel's crotch and the result was a breathy gasp in Max's ear and a gentle tug at her hair. Max could feel Rachel's hips twitching, already moving at a fast pace but that spike of pleasure no doubt had Rachel craving for even more. Max wished she could do more, wished she was brave enough to do more, but for now she took satisfaction in every sharp intake of breath in her ear because _fuck_ that was hot.

And it made Max's heart soar that she was making Rachel feel good.

Rachel pulled back a little and slowed down her pace but didn't stop, instead now occasionally squeezing Max's thigh appreciatively with her own. Those hazel eyes were clouded with desire and pleasant surprise, and so much love. A grin stretched Rachel's lips apart, surging forward to gift Max with a softer kiss than she was expecting. Max melted into her, lifting her arms to wrap around Rachel's back and pull her even closer, intoxicated by her scent and her warmth and her love. She felt Rachel's heartbeat against her own, fast and strong, and Max knew she would do anything to keep this girl safe and happy.

Rachel started going faster again, slipping her tongue into Max's mouth and the brunette could feel the hasty exhales from Rachel's nose on her face, neither of them willing to break the kiss. Max pressed back harder than ever before, meeting Rachel's tongue with a passion that had Rachel groaning enthusiastically and fisting the back of Max's hair so tightly it almost hurt.

But it didn't hurt. It was goddamn incredible. Max wasn't ready for sex, but this... _this_ , just like many of Rachel's other affections, she could get used to.

The front door suddenly slammed open and both girls froze, looking towards the noise.

"You guys will never believe what just happened," Chloe announced, not looking at them as she kicked the door closed behind her and locked it. "My barbarian was _finally_ going to survive a campaign and then Steph had an _unexpected guest_ if you know what I mean and like immediately kicked Mikey and I out and it was just..."

Chloe's speech faded away when she finally caught sight of her girlfriends on the couch, with messy hair and flushed faces and heaving chests. Max saw Chloe's shocked blue eyes roam over both of them, lingering on the multitudes of love marks on Max's neck. Somehow, being under Chloe's gaze in this predicament made her face—and other areas—warmer than ever before.

Looking like she was moving on autopilot, Chloe's bag fell to the floor and she slowly, mechanically, approached the two girls that were still entangled with one another on the couch. Chloe came to a halt right beside them, her mouth opening and closing like a fish several times in an attempt to say something. Max expected a witty comment or an innuendo or something, but instead Chloe just blushed.

Rachel grinded down on her thigh again, hard, and Max wasn't prepared and a choked gasp tumbled from her dry throat.

"Help," Max croaked at Chloe, losing a bit of her confidence now as Rachel seemed to grasp onto the full potential of her own.

"Uh..." Chloe was apparently as tongue tied as Max, swallowing nervously, wide blue eyes unable to look away.

" _Mmm_ , Max has been _very_ accommodating," Rachel exclaimed, leaning in to purr lowly into Max's ear. "Such a good girl."

Those words had butterflies swarming like a tornado in Max's belly, and she was unsure how to feel when Rachel stood up from the couch with a soft grunt of exertion. Her body still felt so hot, but the lack of Rachel's weight and warmth left her feeling alarmingly cold.

"Care to accompany me to the bedroom Miss Price and save Miss Caulfield from her suffering?" Rachel worded it like a question, but everyone in the room knew Rachel was going to get what she wanted regardless. Chloe couldn't resist her and neither could Max.

But Chloe could do something for Rachel that Max couldn't, and that left an arctic, uncomfortable stone in the pit of Max's stomach.

"Thanks for putting up with me. You're a trooper," Rachel said, bending down to kiss Max on the cheek. Her hazel eyes were sparkling with desire, appreciation, and understanding, and there was the faintest blossom of pink in her cheeks. "I love you."

Those words made Max's heart throb. Max knew that Rachel loved her, of course, but Rachel didn't say it very often. She always preferred showing her love rather than saying it, her reasoning being her love would be more memorable that way.

If Rachel really just said it aloud, then she really did appreciate more than words could say what Max just did to tide her over until Chloe got there. That was further than her and Rachel had ever been together and it was kind of scary, but overall... Max loved it. She loved how it made her feel. She loved how she made Rachel feel.

And her body was still throbbing with heat long after Rachel had dragged Chloe upstairs to the bedroom. Max heard giggling from upstairs along with the squeak of a mattress as if someone had just been thrown onto it.

It was quiet after that. Quiet enough that Max could hear herself breathe.

Even with Rachel's scalding heat gone, with Chloe's appreciative gaze gone, Max was still releasing shallow pants.

The brunette ran her sweaty hands over her neck, massaging the numerous bruises and lip gloss stains. Christ, she was sensitive. The ache from those marks was starting to settle in now that Max wasn't distracted by a tongue in her mouth and fingers under her collar and... and Rachel's weight grinding against her leg...

Fuck.

She could still perfectly picture it; how Rachel rocked her hips back and forth; the feeling of fabric rubbing together; breathy groans in her ear to purposely edge her on. Rachel knew exactly how to push her buttons even when they had never done something like that before. Even though Rachel knew it wasn't going to go any further than that, she knew exactly what to do to make Max crave for a next time.

Even now, Rachel's heat lingered on her thigh.

And that made Max hyperaware that she was feeling very hot somewhere else, too.

Biting her lip anxiously, Max looked at the stairs and front door to her right and the backyard door to her left to be sure no one could see her—even though of course they couldn't. The curtains were closed, the front door was locked, and Rachel and Chloe were doing... whatever it was they did when Max wasn't around. Usually Max didn't like to think about it and would put in her earphones to avoid the situation entirely.

But this time she couldn't stop thinking about it; of Rachel's face contorting in pleasure, of Chloe's lustful gaze watching them, and that made her hand move on its own accord.

After another quick look around, Max flicked open the button on her jeans and pulled down the zipper. She hesitated another moment, feeling shy and paranoid even though no one could see her, tracing the waistband of her cotton panties before slipping her fingers past the tuft of hair and— _fuck_. Max's eyes widened and her face burned when she realized just how wet she really was. Rachel had absorbed every ounce of her attention earlier so Max had no way of pinpointing when this could have happened.

She also knew there was no way it could have been prevented. Not with Rachel looking at her like that, and pressing their chests together and lips on her own, mixing breath, hot murmurs in her ear and then teeth, so much teeth, and fingernails painting on a canvas of sensitive skin...

Max thought of Rachel's eyes. Her smile. How her breath would deepen sometimes and quicken at others. She thought of how those long fingers could play Max like a harp, twisting and tugging to make harmonious tones. She thought of Rachel's clothes, the familiarity of the textures and colours, and then of how Rachel would look out of them. Rachel's weight on her. Direct skin contact; bodies rubbing slick against one another.

Rachel made Max this wet just from a little bit of foreplay.

When Rachel was pleasuring herself against Max and Max lifted her thigh that one time and Rachel couldn't hold in that gasp of surprise... did Max make her wet too?

That thought alone nearly made Max come undone and with her free hand she groped at her breast through the thin material of her T-shirt, the hand buried in her soaked panties beginning to rub slow circles on her clit. Max kept her lip between her teeth because otherwise she knew some sort of embarrassing noise would slip past her and she would never live it down if her girlfriends caught her like this. Max didn't masturbate often but this definitely wasn't her first time doing this, either—even if she wasn't ready for sex she had her urges and frustrations too and had to let it out somewhere—but it usually didn't feel this good, especially right away.

But thinking about Rachel... and Chloe... how much she loved them... how beautiful they both were... what Chloe was probably doing to Rachel right now... the sounds Max wished were still gasped in her ear...

The lowest of mumbles bubbled from Max's throat as she spread her legs a little wider; rubbed a little faster. Max had her share of fantasies, sure, about what she and Rachel and Chloe could do together, but for some reason the thought of just one of them being pleasured, of Max's sole purpose being to help one of them reach release, never crossed her mind before and _fuck_ it was incredible. Like... it was sex but it wasn't them doing anything to her. It was her providing for them. It was her finally giving back to them and making them feel good. Max, for the first time, actually felt like she could do that.

Then Max stopped her movements entirely. She pulled her hand out of her underwear and zipped up her jeans. Heat still coiled low in her belly, begging for relief, but the urge to touch herself was gone.

She wanted to touch Rachel instead.

Max stood from the couch quickly—too quickly, almost losing her balance from how weak her knees were—and wiped her fingers clean with a tissue before heading towards the stairs. She stepped up the first one, acknowledging the creak of the wood under her foot, before hesitating.

She... was completely at a loss here. No denying that one. Rachel and Chloe had done this so many times before, but Max had no clue. Plus what was she supposed to do when she got up there? Just... walk in? Just join them? Watch for a little? Would they even let her watch? Max could picture how confused they'd be, considering Max always ran from these sorts of things before.

A part of her still wanted to run. At least a little. She didn't have to go up these stairs if she didn't want to. She knew Rachel and Chloe would never judge her or force her to do anything she didn't want to, or belittle her for choosing not to do this. They were always so supportive of her choices and her feelings. They were the sweetest, and even after everything that's happened Max still felt like she didn't deserve them. They were too good for her.

But... Max wanted to do this. She needed to do this.

The brunette reached the top of the steps and faltered by Chloe's door. It was open only a crack; not nearly enough for Max to see inside. She pressed an ear against it and heard soft whispers and equally soft groaning. She heard the rustle of clothing and barely caught the sound of said clothing hitting the floor.

Max realized they were trying to be extra quiet so they wouldn't disturb her had Max still been awkwardly waiting downstairs.

Should... should she knock? Just open the door? No, that would be rude. Max would have freaked if someone caught her doing what she was just doing and didn't want to put her girlfriends in the same situation. Should she call out to them?

She reached for the doorknob, brushed it, then shuddered and pulled away. Her hand was shaking. God, why was this so hard? It shouldn't be this hard.

Maybe she was in over her head. Maybe she couldn't do this. She took a step away from the door.

The floor creaked. Loudly.

"What the hell?" came a muffled voice from beyond the door. Chloe. "Max, is that you? Are you okay?"

The door swung open to reveal Max's tall, blue haired girlfriend in all her glory. No beanie.

No shirt, either.

Lots of skin, the black bra being the only obstruction. Lots of bites and bruises on her neck and collarbone. Damn, Rachel had a thing for that. Blue eyes travelled down to Chloe's bellybutton piercing and the abs that were gradually beginning to develop. The coil of heat in Max's lower belly intensified with a white-hot wave.

Max wasn't surprised she got caught staring. She was a little surprised at Chloe's blush, though.

"What's up?" Chloe asked, a little awkwardly, like she was trying to hide how out of breath she was.

"I..." Max stumbled. She squeezed at her elbow. "I, um..."

"What's going on?" Max heard Rachel ask from behind Chloe. A couple of footsteps later and Chloe had stepped aside to make room for Rachel who had wrapped herself in one of Chloe's blankets, shielding most of her body from view.

Max was instantly aware that Rachel could be naked right now. And that thought instantly reminded Max that she was drowning in her undergarments at the moment.

Rachel's cheeks were flushed, warm, but her brow was furrowed worriedly. "Max, did something happen? You don't normally..."

"I know," Max sighed. "I know. Can I come in?"

Chloe and Rachel looked at each other before nodding, stepping aside so Max could enter Chloe's room. Max heard the soft click of the door shutting behind her but barely paid it any mind, her attention glued to Chloe's razorback tank on the floor and the pile of Rachel's clothes beside it with a lilac bra on top.

Max shifted her weight unconsciously.

"I didn't mean to interrupt you guys. I'm sorry," Max said, shaking her head. She looked at Rachel with a self-deprecating smile. "I'm causing you lots of problems today, aren't I?"

"What? Jesus, Max, no," Rachel affirmed, stepping in close to Max to gently grip both her shoulders. "Stop thinking like that. You were amazing downstairs. Do you have any idea how hot that was?"

 _Oh, I do,_ Max thought, the memories repeating themselves in her mind like a vinyl player, and a firework of pride burst in her chest knowing that she did well by Rachel.

"And even if none of that stuff happened it wouldn't have mattered so long as you weren't uncomfortable. You don't owe me anything. I'm more than capable of getting myself off, it's just," Rachel glanced at their blue haired girlfriend, "more enjoyable when someone else does it for me."

Max sucked in a deep breath, staring at Rachel, then Chloe, then back to Rachel again.

"I want to help."

It was silent for a moment. Max's heartbeat was so loud it sounded like it was bouncing off the walls.

"You want to... help?" Rachel echoed with a raised eyebrow.

Max felt her cheeks heat up. That sentence sounded much more desperate and ridiculous when repeated back to her.

"I just... I mean..." Max bit her lip, shuffling her feet. She looked to the floor, or anywhere but her girlfriends, especially when Chloe stepped in just as close as Rachel was so she could stroke Max's back. That caring hand left pleasant tingles along Max's spine, and Max appreciated the gesture. It was one Chloe often did when she noticed Max was anxious. Rachel seemed to catch on to this, too, and the soft hands on Max's shoulders began to rub, massaging away some of Max's tension.

Under the sweet attention of her girlfriends, Max was able to take some deep breaths to calm herself; to clear her mind. She was scared and nervous and she had to remind herself over and over again that it was okay to feel like that and Chloe and Rachel would want her to be true to herself and true to them. If Max wanted them to understand her point of view, she had to be completely honest about her feelings.

"I'm... still not ready to have sex myself," Max admitted, finally looking up to see Rachel and Chloe nod at her, both of their expressions full of patience and understanding. "I want to someday, and I know that both of you will make it so special for me." That made Chloe smile shyly and Rachel grin confidently, like both of them had thought about it too and were sure of that outcome. "But for now, I... Rachel, I've never felt like that before. It was so new and overwhelming and I had no idea what I was doing but I felt so safe with you. And more turned on than I've been in my entire life, honestly. But it was only after you left that I realized what was making me happy and so... _aroused_ was that I was able to help you feel good. I didn't even know I was capable of doing that and it was just... so wonderful. I didn't think I could fall any deeper in love with you but in that moment, I did."

Max must have just said the greatest thing in her life because she had never seen Rachel Amber blush like she was right now.

"With Chloe, I want to help you feel good," Max declared. Nerves struck Max again and she rubbed the back of her neck. It felt sweaty. "I-If you want me here, anyway, a-and if Chloe doesn't mind my help. I get if this is a turn off for both of you."

Rachel didn't even hesitate to pull Max in by her shoulders and interlock their lips, a gentle press of reassurance. It was over just as quickly and then Max was staring into passionate hazel eyes.

"Max, nothing about this is a turn off, I can assure you," Rachel said.

"A-Are you sure? You've been waiting like all day for this and I'm not gonna know what I'm doing and—"

" _Max_." That tone made Max shut right up. There was a burning intensity in Rachel's smouldering gaze as she leaned forward to murmur in Max's ear, "I was getting so into it downstairs that it took everything in me not to stuff your hand down my pants. You were doing just fine. _Better_ than fine. And Chloe and I can guide you if you're feeling unsure, yeah?"

Chloe nodded enthusiastically, and Max only noticed now that the blue haired girl's face was much redder than before. "We got you Max. Trust me, I remember clearly what it was like fucking Rach for the first time. It's a bit overwhelming."

"I remember too, Price." Rachel's gaze, and attention, shifted to Chloe, lifting a hand to cup Chloe's heated cheek. "I remember your screams when I was knuckle deep in you, too."

Chloe's face looked as hot as Max's belly felt again. This frustrating and overpowering sensation, so fierce it took control of every cell in her body, every thought in her brain... is this how Rachel felt all day? All week? How the hell did she last this long?

Rachel leaned forward to nibble on Chloe's pulse and the blue haired girl shuddered. A similar noise strangled from Max's throat just from watching; just from seeing Chloe react the same way Max had, proving once again that Rachel had an effect on them that couldn't be dispelled. As Rachel kissed further up Chloe's neck the blanket wrapped over her body slid a little down her shoulders and Max's eyes were suddenly glued on the creamy, exposed skin, the least bruised out of the three of them so far. It would probably remain that way, as Chloe didn't like marring Rachel's body and Rachel, on the other hand, had a well known fondness for using her teeth.

Max just liked seeing both of them feel good. That wasn't something she would forget anytime soon.

Rachel kissed Chloe and the blue haired girl melted into her, gripping Rachel's hips to pull her closer. The blanket shuffled a little further down again and Max wasn't really sure where to look but at the same time she was trying to look everywhere because everything about this was mesmerizing. Rachel ran her hand over Chloe's bare stomach and Max saw the muscles quiver under her touch, Chloe releasing a shaky sigh into Rachel's mouth.

The blonde pulled away, tugging on Chloe's lower lip with her canines as she did so, licking her lips once she took a step back to put them at arm's length. Chloe gawked at the aspiring model longingly while Max's gaze constantly switched between the two girls she loved.

"Are you sure about this, Max?" Rachel asked again. Her expression was filled with lust but the warm consideration in her eyes hadn't left since they were on the couch. "I can be... a lot sometimes, I know that. We'll start off slow and I promise we won't do anything that would make you uncomfortable, and if something feels wrong please just tell us and we'll stop. Even though we won't be touching you I get that it can still be an overwhelming experience just to be involved." Chloe, seemingly brought back to her senses from this conversation, nodded in agreement, her expression leaving no room for argument about it. "I need your promise that you'll let us know if you want to stop and that you're okay with all this. It's okay not to be."

It was actually really rare to see Rachel like this and that didn't slip past Max. To outsiders they probably wouldn't notice, but Max loved her and loved uncovering the enigma that was Rachel Amber, so she had learned by this point that Rachel was in a vulnerable state right now. From her body language, the look in her eyes, the slight uncertainty and concern in her tone. Rachel normally knew exactly what she was doing and knew exactly what to say to get what she wanted, but this was actually making her nervous. She really didn't want to mess this up for Max.

Chloe was more obvious about it. Max knew Chloe loved her deeply and would never do anything to hurt her. The poor girl beat herself up over every little mistake she made, or even if she said something that had just the slightest possibility of offending Max—which almost always wasn't the case. She knew every time Chloe's hand brushed hers or the way the taller girl held her tightly or even just how those beautiful blue eyes looked at her like she was a goddamn hero proved to Max that Chloe was so, so grateful for everything Max had sacrificed for her and Rachel, how hard she fought so they could have this moment today, and that Chloe would do absolutely anything for her in return.

Max didn't want anything in return. She didn't need any favours or gifts or to be treated like a hero.

She just wanted to be with the girls she loved. That's all.

"I'm sure, Rachel," Max said softly, reaching out for Rachel's hand. She interlaced her fingers with those of the blonde's. "I love you so much." Max reached out for Chloe and held her hand too, squeezing gently. "And I love you too, Chloe. You both mean everything to me. Every hard choice was worth it to be with you two. You guys are my world. And I want to experience this with both of you today, even if it's not fully on my part. I promise I'll let you know if I want to stop, but right now I just want..."

Max trailed off, but she didn't really need to finish.

Rachel stared at her for a long moment, hazel eyes swimming between nervous, but certain, cerulean seas, determined to scope out even a hint of forced deceit. But soon enough Rachel nodded, letting out a deep breath and smiling afterwards.

"Okay. Thank you."

Rachel moved to sit on the end of Chloe's bed. She crossed one long leg over the other and promptly squeezed her thighs together for some reason. Her eyes lingered on Chloe's exposed abdomen before switching to the bruises on Max's neck. She squeezed her thighs together again and this time Max understood why.

"You two haven't even kissed today. That has to be breaking every gay law in existence." Rachel gave an expectant twirl of her hand. "Make out a little. I want to watch."

Max felt her heart speed up and she couldn't exactly place why. Max had kissed Chloe even more than she had kissed Rachel, and it's not like they haven't all seen each other kiss before. The sight would be nothing new for Rachel.

But the way Rachel would be watching them was new. Chloe seemed to realize that, too, because Chloe hadn't hesitated from kissing Max whenever she wanted since the day they got together, yet now she seemed shy to make that step.

Apparently Rachel always had that effect on Chloe, ever since the first time they hung out. It was endearing in a way to know that years later, in a comfortable relationship, Rachel could still make Chloe feel those same butterflies.

Max turned away from Rachel so she could directly face Chloe, her beautiful Chloe, and on instinct lifted her hands to cup Chloe's cheeks, earning her all of the blue haired girl's attention. The flesh was warm under her skin and she felt the muscles in Chloe's face relax under her touch as if her palms contained a soothing ointment. Chloe never said it aloud but Max always knew that Chloe gained reassurance under both Max and Rachel's touch, especially on her face; it helped ebb away her anxiety and helped her feel grounded and still; it established a link that helped Chloe solely focus on the one touching her and validating her existence.

Max held Chloe's face the very first time she kissed her in the original timeline and even more tenderly the second time, even though Chloe wouldn't remember either of those now. But Max made sure to kiss her the same way once they were reunited for good and was relieved that Chloe had responded in the same fashion then as she did now.

The brunette felt equally excited as she was calm under Chloe's hooded gaze, the beautiful blue eyes of her best friend always managing to make Max feel more than she ever thought she could, and Max smiled when she noticed Chloe begin to lean down. Max stood on her toes to meet Chloe halfway, their lips connecting in a sweet kiss that made a flower of warmth blossom in Max's chest. There was a hint of an unfamiliar taste on Chloe's lips, strange but not unpleasant, and Max didn't pay it much mind after Chloe's hands came to rest on Max's hips, not tugging like they had on Rachel's, instead favouring just to hold Max; to feel her; to know she was real and here and wanted to be here.

Of course Max wanted to be here. She didn't want to be anywhere but here. She was willing to sacrifice everything to be here and would do it all again to be in Chloe's arms.

Max stepped in a little closer, keeping one hand on Chloe's cheek and circling the other behind Chloe's head, tangling within cerulean locks and pulling Chloe against her, yearning to feel more of her. Chloe sighed into her mouth, her body relaxing like all her worries had been exorcized, and loosely wrapped an arm around Max's thin waist, blue edged fingertips gently stroking Max's side and the brunette felt a shiver crawl up her spine. Chloe had such a power over her, similar yet so different from Rachel's. Rachel knew how to use her power while Chloe was oblivious to even having it. The slightest touch from Chloe, even the shortest look from the corner of her eye, and Max wouldn't be able to stop thinking about her all day; about how much she loved her, how much she craved her, how much she cherished every memory they had together.

Max was determined to cherish this memory, too.

Max parted her lips and Chloe responded instantly, as if they were connected on the same wavelength, and two tongues reached out to tentatively brush together in a slightly shy but familiar greeting. Chloe then pulled Max flush against her and Max was reminded—she couldn't believe she had forgotten for a moment—that Chloe was topless and even though she had seen Chloe without her shirt so many times already, whether she was changing or they were swimming or whatever, this was an entirely different situation. She had hugged Chloe before when she was in nothing but her swim top, too, but she had never touched her bare abdomen for the sake of pleasure. Max had never felt so much warm and bare skin soft and flush against her and was wondering what that would feel like if Max was topless, too.

Chloe had seen her without her top on too, of course, but again, not for this reasoning, and the thought of Chloe touching her like that, of Chloe's slick body sliding against hers, the idea of hot open mouthed kisses and licks and nibbles travelling lower and lower down her freckled body... Max's knees almost buckled from the thought.

She wouldn't be able to handle that today. Well, probably not. And that was okay. One step at a time.

And resting a hand on Chloe's bare chest, feeling Chloe's sharp intake of breath and this beautiful, beating heart beneath her fingertips increase its pace, was a glorious, _glorious_ step.

Max felt a third hand touch her arm and was reminded—how could she forget this either, damn—that she and Chloe weren't the only ones in the room.

Max chose not to respond right away, favouring to keep her mouth locked against Chloe's to see how Rachel would react to being ignored. Normally Rachel didn't like that. When Rachel wanted someone's attention she usually had it with minimal to no effort, and when she was denied it was like her sense of gravity shifted; completely threw her off balance.

Turned out that wasn't the case here, because even if Max didn't outwardly acknowledge Rachel, both of them damn well knew that Max was hyperaware of that hand on her arm and Rachel's near naked form standing right next to her, so close Max could feel her warmth.

All of a sudden, knowing that both of her girlfriends were so close to her now, both of them touching her, Max felt more sheepish than before. Not in a bad way. She loved it so much when both of them touched her but she also had trouble handling it so she normally just surrendered to them. Chloe kissed her rougher, more desperately, hands tugging and tongues sweeping and Max gasped, barely able to push back. To make things worse Rachel had stepped in behind her, bare breasts—oh Jesus she wasn't wrapped in the blanket anymore, was she—pressing against her back and fingertips lingering against the back of her thighs. She felt a deep breath shudder the tips of her hair and then lips hovered over the back of her neck, occasionally pressing forward in a sequence of teasing touches, scarcely enough to be felt but enough for Max to know she couldn't move. She was trapped with her girlfriends on either side and Max felt like her gut was going to erupt like a volcano.

Then Rachel chomped on the back of her neck, fast and hard, and Max couldn't stop the high pitched squeal, breaking her kiss with Chloe to throw her head back. Chloe didn't seem to mind at all, instead diving her head down to latch on to the front of Max's neck, overlapping the bruises with some of her own personal signatures, transforming Max into a collaboration of her and Rachel's artistic genius. Rachel didn't stop touching her either, because of course she didn't, and Max felt hips gently grinding against her ass as a channel of air was blown against her ear before experienced canines were snacking on her earlobe.

Max bit her lip but a moan slipped past her restraint anyway. God, she felt so hot. Too hot. It was like her blood was boiling and pumping way too fast. Every inch of skin her girlfriends touched felt like it was on fire, so intense, too intense, and suddenly Max was panting, one hand reaching to clutch Chloe's shirt and when she couldn't find it in her desperate search she dug her hand into Chloe's lower back instead, the other reaching to touch Rachel in some way, in any way, cause Christ she needed to ground herself somehow. This was too much. It was amazing. How could anyone think this wasn't amazing?

She eventually found Rachel's hand and didn't realize until the precious contact was made that she was shaking, hard, and could barely control her own movements. She felt Rachel smirk against her skin, teasing and in control, but the hand that interlaced their fingers and squeezed was gentle and reassuring. A thumb stroked against hers and that action said more than words could that Rachel was here for her, in any way Max needed her.

Max knew she wouldn't be able to handle more than this performed on her. Honestly she'd probably faint if this went much further, 'cause _wowser_ she was dating the hottest girls in Arcadia Bay and they both knew exactly what they were doing. With all of their attention directed on making Max feel good, of playing with all her weaknesses, and knowing that this experience went so much further than physical affection, that all of them were bonded by fate and by love, Max felt like her very soul could ascend.

Max did have a pinch of stability left in her mind though and she gripped it tightly before it was too late, because as amazing as this was and how good it made her feel, it wasn't exactly why she came up here.

"Rachel?" Max finally managed to choke out between their affections.

"Hm?" Rachel mumbled in her ear, the vibrations somehow spreading throughout Max's whole diaphragm. God.

Max gulped, eyes briefly closing when Chloe sucked on her throbbing pulse. "How are you feeling?"

It was a curious, but naive, question, predictably responded by Rachel gripping her hips and giving a final, rough thrust against Max's behind.

"The same as you," came the sly response. Max didn't know it was possible to get any wetter than she currently was but those four words from Rachel Amber managed to prove her wrong. And knowing that Rachel was probably well aware of that only added fuel to the irrepressible blaze in Max's belly.

"What about you, Chloe?" Max asked, both genuinely curious and grasping onto the only straw that could divert some of Rachel's attention because Max could not handle all of it. She was so lightheaded. Too much was happening at once but she also never wanted it to stop and that was causing a war between Max's brain and the source of her sticky underwear.

"God, Max, I'm so..." Chloe trailed off, her voice thick with lust as she sketched her lips along Max's jaw, pressing a quick peck to her lips before pulling back just enough so Max could see the raw emotion swimming in her eyes. Chloe's cheeks were red and her lips were swollen and her hair was a bit messier than the last time Max looked and Max had never found Chloe more beautiful than she did right now. Something about seeing Chloe like this, so vulnerable and free and aroused and in love, actually helped settle Max a little; helped her find her voice again.

"Can I help with whatever you two were doing before I got here?" Max questioned, staring into Chloe's eyes but squeezing Rachel's hand to let her know the question was directed at both of them. Chloe stared back but didn't say anything. She didn't need to. Max knew she would agree with whatever Rachel wanted, as Rachel would be the one receiving most of the affection today despite these... rewarding setbacks.

The question seemed to quell Rachel's teasing as well. Despite everything, Rachel was taking this the most seriously out of all of them. Not that Max wasn't taking this seriously because this was a big fucking deal, but Rachel seemed overly determined to make sure Max was doing this on her own terms and not just out of a sense of obligation.

Rachel took a step backwards, her heat no longer so intense on Max's back, but kept their fingers interlocked. "Are you sure?" the blonde questioned. There was a firmness to it; a finality to it. Max knew she wouldn't ask again.

"Yeah," Max affirmed with a nod, eyes continuing to roam over Chloe's face and her widening, blissful smile, "as long as you are. I don't know how much help I'll be, but I'll do what I can."

Rachel was quiet for a moment, presumably thinking it over. Max was only able to wait so patiently because of Chloe and how beautiful her skin looked, highlighted and shadowed from the rays of the sun peeking in from the window behind her, about halfway through its descent now. It would make the perfect picture. Chloe always looked good in her pictures, though. Max couldn't take a bad picture if Chloe was in it.

But Max was camera-less for once in her life and had to resort to taking multiple pictures with her eyes. She wanted to remember every detail of this moment, every sight and every touch, every sensation, and she already knew she wouldn't need her camera for that.

"Okay," Rachel finally said. She released Max's hand—which suddenly felt way too cold despite the lingering warmth—and took another step back. Chloe's gaze was suddenly fixated over Max's shoulder and that itself confirmed her earlier theory that Rachel had abandoned the blanket. "Come cuddle me, Max. Chloe can do all the hard work."

Chloe laughed, the sound both hearty and shy simultaneously, and then she licked her lips, Max momentarily mesmerized by the movement. Max took a deep breath to brace herself, detaching from Chloe and then turning around.

Never before had Max regretted a mistake so instantly.

Rachel stood shamelessly, completely relaxed, with a smirk that soon morphed into a shit-eating grin as Max's jaw unhinged, refusing to close as blue eyes wandered of their own accord over Rachel's body, covered in nothing but black panties that looked as soaked as Max felt. Remembering how much that gorgeous body was grinding on her not too long ago definitely didn't help any. Max sought refuge in the intricate dragon tattoo on Rachel's right calf before a giggle from Rachel's lips forced Max's gaze back up her voluptuous figure to her face, bright with laughter and emotion.

"Doing okay there, Max?" Rachel questioned playfully, purposely running a hand from her creamy thigh up her firm stomach and over her soft breasts because she knew Max's eyes would follow the movement like a programmed machine.

And they did. Max felt a blush start to creep down her neck as she tried to remember how to form words.

"Y-Yeah! Just," Max awkwardly gestured at Rachel with an open, sweaty palm, "... wowser."

Max would have winced at how she was literally behaving like a preteen straight boy right now but Rachel's melodic laugh, and the surprisingly humble look that ghosted over Rachel's features as she combed her hair behind her ear, soothed much of Max's unease.

Rachel leaned forward to press a quick peck on the tip of Max's nose before pulling away and invitingly tugged on Max's hand, gesturing towards Chloe's bed. "C'mon."

Rachel laid flat on her back, her golden mane fanning on the pillow supporting her head. Max gulped, laying beside Rachel, unsure how close she should be. Rachel laughed again with a playful shake of her head, signaling for Max to come closer. Max bit her tongue and obliged, rolling onto her side and nudging a little closer, supporting her head with her arm to look down at Rachel, and the aspiring model took this opportunity to snuggle right in next to her. Max barely held in her shaky sigh, hypnotized by the gentle rise and fall of Rachel's chest as she breathed; her soft, warm skin against Max's front; those beautiful hazel eyes gazing up at her lovingly.

Max fell in love with her all over again.

Without even thinking about it, her mind blissfully blank for once, Max thumbed Rachel's cheek with her free hand and leaned down to give Rachel the softest kiss they had ever shared. It could barely be felt, a phantom touch, but it was very real and it meant... well, everything to Max. A year ago she couldn't even imagine getting to kiss Rachel Amber. An hour ago she couldn't even handle the thought of Rachel unclothed.

All Max's bravery, all her effort, all her love, had brought her here to this moment, so she could kiss one of the two loves of her life and behold all the natural beauty that was Rachel Amber.

There was a tremor in Rachel's lips as Max slowly pulled away, and the look in Rachel's eyes was something Max recognized and it made her warm all over.

Rachel fell in love with her all over again, too.

With a bright smile, Rachel stretched her neck up to kiss Max's chin before reaching out for Chloe with the arm that wasn't jammed against Max's body. "Come join our love nest, Chloe," Rachel offered, wiggling her fingers.

Chloe's head suddenly snapped backwards, like hearing her name broke her out of a trance. Her face was red but her excited smirk overpowered every other emotion. "Gladly," Chloe said, letting Rachel pull her down, laying most of her weight on Rachel as their lips collided, innocent only for a moment before it was all teeth and tongue, sharp nips and pleased groans.

Max was caught off guard when Chloe pulled away from Rachel, looked directly at her and said, "Hey, First Mate," before pushing her weight into Max and kissing her, forcing Max to steady herself so she wouldn't roll over. Chloe was beyond turned on now, a waterfall of sexual energy, as her tongue raided Max's mouth and a hand travelled up and down Max's side, making Max shiver and sigh.

After a playful bite on Max's lower lip, Chloe pulled away and refocused on Rachel. Max's glazed eyes stared, transfixed, as Chloe made her way down Rachel's body. Her tongue trailed down a smooth neck and dipped into sharp collarbones. Chloe spread open-mouthed kisses all over Rachel's chest, her nails leaving faint white lines on Rachel's skin as they gently scraped up Rachel's stomach. Rachel hummed in approval, the soft sound echoing in Max's ear, looping like a broken record and one that Max never wanted fixed. Chloe cupped Rachel's breasts and gently fondled them, no doubt knowing exactly how to please Rachel by now.

Even after all this Rachel didn't look embarrassed at all, just happy and aroused and in love, and the blonde released a breathy sigh as Chloe took an erect nipple between her lips and sucked hard. Max noticed how Rachel couldn't take her eyes off Chloe, looking at her in pure adoration, while Chloe was fully attentive on pleasing Rachel, probably as desperate as Max to hear Rachel make more sensual sounds.

Max wouldn't be surprised if that voice made her come on command one day.

Chloe's mouth latched onto the other nipple, nibbling it softly while she pinched the previously adored one between her fingers, twisting the sensitive flesh in a way that had Rachel arching into Max and that movement made Max want to do something, _anything_ , so she leaned her head down to lay comforting kisses on Rachel's shoulder. A quiet moan rumbled from Rachel's chest and for some reason that sound seemed to knock all the air out of Max's lungs, like she wasn't allowed to breathe the same air as this beautiful girl; like Max needed to hear more sounds like that in order to function.

Max rubbed Rachel's arm and kissed her neck, feeling how hard her heart really was pounding. Chloe continued her southbound journey of Rachel's body, her hands still relishing fistfuls of Rachel's breasts while her lips tasted the flesh of Rachel's belly, the muscles quivering with need and anticipation beneath her touch.

Chloe shifted her body further down the bed so she could more easily kiss her way downwards, slowly tracing the tip of her tongue along the waistband of Rachel's underwear. Rachel grinned, spreading her legs for Chloe just eagerly enough to border on impatient, and Max was absolutely mesmerized at how Rachel made such an intimate, vulnerable gesture look so natural and inviting. Chloe ventured even lower, purposely avoiding Rachel's heat to trail her lips down Rachel's thigh until she reached her knee and doing the same on her opposite leg.

"God Chloe, you take forever," Rachel said with a laugh, playfully smacking Chloe's shoulder.

Chloe snorted, staring up at the blonde with just a smidge of spite. "Don't act like you don't do this to me every time," Chloe replied, nibbling the sensitive flesh of Rachel's inner left thigh and rubbing the other with her palm.

Rachel's breath hitched just a little, her legs spreading a fraction wider, but Max had been staring so intensely that just those slightest alterations had her heart stutter. The brunette kissed back down to Rachel's shoulder but her eyes were glued to Chloe's position and all the movement in that general area.

With a hungry gleam in her eyes, Chloe dug the tips of her fingers under the waistline of Rachel's panties and dragged the flat of her tongue along the wet material. Rachel sighed softly, her lips curled up in a smile as she snuggled further into Max. The photographer felt herself throbbing, unconsciously clenching her thighs together, but her decision to pull Rachel even closer was completely cognisant. Rachel's right arm was trapped between them but Max's discomposure must have inspired her to nudge her hand free because Rachel's knuckles stroked along Max's leg and Max had to bite her tongue to hold in a groan of surprise. Something like that shouldn't feel that good but Max was so worked up and Rachel was so hot and Chloe was so hot and they were so intimate right now and it took all of Max's willpower to not faint.

A few moments later Rachel grunted, no longer bothering to hide how much she needed this, and took a fistful of Chloe's blue hair and shoved her face deeper into her crotch. Rachel smirked in satisfaction when Chloe sputtered, and then she let go so Chloe could pull her face away. Chloe let out a sharp chortle, but she was blushing and looked significantly more sheepish than before, like she was nervous for what was about to happen. That was endearing, Max thought, considering how dominant Chloe seemed a moment ago.

Even when Chloe was like that, Rachel was always in control.

"Alright, _fine_ , Amber," Chloe groaned in mock-annoyance, "I guess I'll give you what you want."

"Bitch you better," Rachel laughed. "Ten days, Chloe. You know I get needy after like three." Then Rachel's eyes became lidded, adopting a sultry look as she cupped Chloe's chin, holding it up to ensure she had Chloe's full attention. "After that I have to touch myself while thinking about how sexy you sound moaning my name and scratching my back as you come."

Max _may_ have survived hearing that if Rachel hadn't purposely stroked her inner thigh at the same time. Chloe suffered similar consequences, audibly gulping and licking her lips as her deep blush crept down her neck. Blue eyes darted between hazel seas frantically, unable to look away, no doubt caught in a particular memory the two of them shared that Max was trying not to imagine.

Rachel smiled in a way that would have made Max's knees buckle had she been standing and the blonde used her thumb to gently swipe Chloe's lower lip.

"Now are you gonna fuck me or not, Price?"

Max knew Chloe would hate and rebuke this comparison but in the next moment Chloe behaved like a soldier taking an order from their commanding officer. No backtalk, no questioning, just pure devotion to fulfill what was required of her, what was desired of her, and in a flash Chloe had pulled Rachel's soaked panties down her legs, threw them across the room, and positioned herself between Rachel's spread thighs. The blue haired girl looped her arms under Rachel's thighs to keep them apart and, wasting no more time, dragged her tongue along the full length of Rachel's wet slit.

Rachel gave an appreciative sigh, her body relaxing against the bed to enjoy Chloe's focused work. And it couldn't be described as anything less because Chloe's tongue behaved like it was on a mission, with long licks up and down and gently dipping the tip into Rachel's entrance. Max couldn't even breathe as she watched. She was so blessed to get to see her girlfriends being so intimate and she couldn't believe how intense it was just to watch; how it almost felt like she could feel what Chloe was doing; how it would feel like to perform those ministrations herself.

Chloe used her fingers to spread Rachel's lips apart, gifting her with deeper licks and gently suckling on her labia. Max observed, spellbound, at how much Chloe was desperate to please and how Rachel's breaths were turning uneven; how she occasionally lifted her head and opened her eyes to gaze at Chloe and then closed them again, her head lolling back into the pillow. Max wanted to do something again but felt like she both couldn't and shouldn't right now; this particular moment was for Chloe and Rachel, and Max wanted to watch more than anything else.

Chloe focused her attention just a little higher and with a quick flick of her tongue over Rachel's clit the blonde released a sharp gasp, tightly gripping Max's thigh and bucking her hips against Chloe's face.

Max had no idea how but every single time she thought Rachel couldn't manage to do anything hotter than what she just did, five minutes later Rachel would prove her wrong. Like right now. Christ.

Chloe seemed a little surprised at the sudden outburst, maybe because she didn't assume Rachel to be so sensitive, but grinned and was quickly back to work, relentlessly attacking Rachel's hard clit with her lips and tongue. Rachel bit her lip but a long moan still stretched from her throat and soon she was curling into Max's shoulder, her form gently trembling. Max felt the softest kiss against her neck, momentarily distracting her from the performance of Chloe's skillful tongue.

"I've fantasized about this for awhile," Rachel exclaimed, her voice wavering just enough to be noticeable.

It took Max a moment to realize the statement was directed towards her and another to remember how to speak. "What?"

Rachel's gaze flickered between Max's eyes and her lips, hazel eyes hooded and sparkling. "Kissing you while Chloe kisses me."

Max was overcome by a full body shiver, only remaining stable because of the heat of Rachel's body against her. The desire to somehow be even closer to Rachel than she was, to please her, memorize her, treat her right, was overwhelming and Max couldn't fight it. Not that she would ever want to.

Rachel stretched her neck up to kiss her but Max shook her head, earning a confused look from Rachel. Max smiled reassuringly, gently pushing down on Rachel's shoulders so she would relax against the bed again. Max stared at her, admiring this beautiful girl that she loved with all her heart, admiring the growing blush in Rachel's cheeks and her shuddering breaths as Chloe continued to please her, and then Max leaned down to kiss Rachel herself. She cupped Rachel's cheek with her free hand, thumbing the heated flesh beneath, smiling into the kiss when Rachel tangled her hand in Max's hair to tug her even closer.

Max kissed her deeper, easing her tongue into Rachel's eager mouth and tentatively explored, her crotch feeling another pang of heat when Rachel moaned into her mouth. Rachel kissed her back a little rougher than normal, more wildly, truly showing she was gradually losing herself to her body's pleasure. Some part of Max craved for this, craved for Rachel's pleasure and her desperation and her love, and that empowered Max to match the ferocity in which Rachel was kissing her, perhaps earning control for the very first time. It only lasted for a moment, of course, before Rachel's tongue was stroking hers and making Max's brain melt out her ears, but that brief moment showed that Max was helping Rachel feel good, that Rachel appreciated her being here, and Max grasped onto that quiet, unfamiliar confidence.

Max broke the kiss to trail her lips on Rachel's chin and then up her jaw, barely making it to her ear before Rachel gasped and thrust against Chloe's face again.

"Chloe—ah, _fuck_ —Chloe, hold on, down girl," Rachel said good-naturedly, taking a deep breath as Chloe halted her ministrations to stare up at the blonde. Max's eyes were bolted to the wetness smeared across Chloe's lips and chin. Rachel looked over to Max, using her head to gesture behind her. "Sit behind me please, Max."

Like Chloe previously, Max behaved like a soldier, every cell in her body devoted to Rachel's wishes. She was equally as curious as she was nervous and slowly shuffled behind Rachel, sitting upright.

Rachel sat up and twisted around to stare at Max, a mischievous twinkle in her hazel eyes as she gripped Max's calves and began spreading them apart. Max froze, cotton balls in her throat, but her sudden ping of anxiety disappeared when Rachel smirked playfully and laid a gentle kiss on her cheek. When Max's legs were spread far enough apart Rachel planted herself between them, her bare back flush against Max's front and she immediately spread her legs wide again, using a foot to caress Max's shin. Max shuddered, her body curling instinctively closer.

Chloe stared at them, her eyes unable to stay focussed on one area; Rachel's face, breasts, her open heat, and every time they flickered to Max's face the brunette found it harder to breathe than before. Rachel basked in the attention as always, glowed under it, and made a show of reaching an arm back to place a hand on the back of Max's head and used the other to spread her dripping entrance open for Chloe.

"I'm yours," Rachel murmured breathily, scraping her nails against the nape of Max's neck. "Both of you."

Those words were meant to be seductive, and damn they were, but Max heard the vulnerability in them and protectively wrapped her arms around Rachel's waist, squeezing her gently. Rachel had always been a free spirit and avoided anything resembling commitment, or anything that would tie her further down in Arcadia Bay. But Max and Chloe got to her, and Rachel probably wouldn't admit it, but they all knew Rachel couldn't leave Arcadia Bay anymore. Not without them.

Rachel was still free, but parts of her belonged to them. And rather than wanting to take those parts back, she wanted to be around them as much as possible, because only the two of them could see and understand who Rachel really was. Rachel could only truly be free when she was with Max and Chloe.

Max knew that so well, and knew how hard it must have been for Rachel to admit that to herself and to embrace that vulnerability with both of them, and damn right did Max appreciate that.

Max laid her chin on Rachel's shoulder, giving it a quick kiss, and had a front row seat as Chloe splayed her hands on Rachel's inner thighs to keep them apart and then dove in again, lapping at Rachel's swollen clit with her tongue before wrapping around it with her lips, sucking hard. Rachel bucked against her, groaning, gripping a fistful of Max's hair and tugging which made Max replicate the noise. Max softly stroked Rachel's sides with her thumbs, hissing against Rachel's neck when a particular scrape of teeth on Rachel's clit had Rachel's ass grinding back against Max's pelvis.

"Fuck, Chloe!" Rachel growled, making blue eyes sparkle up at her. Rachel reached down and petted Chloe's hair. "Good girl. You're doing so good."

Chloe practically glowed under the praise. Max always appreciated being told she was doing a good job on something but Chloe was an entirely different case. Chloe _needed_ that validation; she'd been shit on by so many people that she thought cared about her and that caused the punk to lose her sense of self. She was haunted by anxiety and always thought she was doing things wrong and that's why everyone always left her. So now, even with Max and Rachel, she needed to know she was making them happy. Chloe still doubted herself so much, was so afraid of doing the wrong thing, that she needed to hear when she was doing things right.

Rachel was more than happy to remind her.

And the effects of that were beneficial for everyone involved because not only was the grin that lit up Chloe's face enough to melt Max's heart, but her renewed vigour for pleasuring Rachel had mewls echoing in Max's ear and made her hold Rachel even closer.

Chloe held a finger by Rachel's entrance for a moment, waited for the blonde's consenting nod, and then gently eased the finger into her heat. Rachel moaned softly, briefly arching into the contact before she relaxed against Max's front once again. Chloe pushed her finger in almost up to the knuckle and let it sit there, let Rachel get used to the feeling, before she began pumping the digit at a leisurely pace. Rachel's hand ventured from Chloe's hair to her back, and with a quick flick of her wrist Chloe's bra was undone, but the blue haired girl seemed too focussed on her task to even notice.

Max couldn't help but stare, amazed at how something that looked so simple could make someone's body quiver and writhe. Chloe's hand moved a little faster resulting in harder, louder breaths from Rachel, clearly struggling to keep her moans at bay with Chloe's tongue still working her clit.

Not to mention how when Chloe pumped faster Rachel began meeting the thrusts with her hips, meaning Rachel's ass kept rubbing against Max's crotch, and with Rachel sitting between her legs there was no way to escape those ministrations.

Without thinking, Max's hips involuntarily grinded back. Only once, but that was enough for Max to freeze and to gain a considerable amount of Rachel's attention.

Jesus Christ what was even happening.

Rachel turned her head to look directly into her eyes, her hazel depths overflowing with lust, and used the hand wrapped behind Max's head to pull Max forward and smash their lips together. It was hot, all teeth and tongue, and fairly sloppy because neither of them could focus, too overcome with arousal. Rachel moaned into her mouth and that one sound was enough for Max to roll her hips again. She wanted to hear that sound all the time. She wanted to make Rachel make those sounds. Max wanted to touch her, to please her, but Max had never gone beyond what she was currently doing and the thought of going beyond that herself was nerve-wracking.

Max didn't want to screw up. The edges of her anxiety were screaming that it would be so easy for her to screw this up.

Rachel must have sensed that somehow, like she always seemed to, and pulled away from their kiss to stare at Max with warm eyes and a welcoming expression. Rachel released Chloe's hair for a moment to cup her own breast, making sure Max noticed, before returning her hand to its original position, absentmindedly swiping Chloe's cobalt strands out of her eyes.

"You can touch me, Max. It's okay. I know you're thinking about it." Rachel gently scratched at the nape of Max's neck, those long nails momentarily dipping beneath Max's collar again, causing a shiver to shoot up Max's spine, the shaky feeling remaining in her shoulders. Rachel's expression was full of understanding and love and her next words were barely a whisper. "I want you to touch me."

Max's lips parted, unable to close them as she was entrapped in Rachel's stare, those eyes like hellfire; consuming everything she was. Max wanted to respond, willed her tongue or her body to respond in some way, but she was absolutely frozen under that stare, like nothing she did could match up to what was being asked of her.

Rachel easily noticed her hesitation but her desire even more so, and gently guided one of Max's hands from her waist to her breasts, using her own hand to keep Max's palm pressed firmly against the warm flesh. Max bit her lip and her fingertips twitched. Max felt Rachel's chest rise and fall with her deep breaths and that was a completely different experience than merely observing. Rachel's erect nipple poked the middle of her palm and _Christ_ why was this so hot?

And suddenly Max was blanking on what to do next. It's not like she hadn't touched a breast before. She had two herself, duh. But she had never touched another girl's before, and it shouldn't really be any different but... it was? Maybe it was just because Max was nervous. Maybe it was just because Max was so in love with Rachel that being so intimate with her short-circuited every other part of her mind. Fact of the matter was that Max was too stunned to move her hand, and even if she could she wasn't sure what she would do with it and this point.

Rachel displayed a playful pout, but her expression quickly twisted in pleasure as Chloe's moan vibrated against her core. "Please, Max?"

Well, fuck.

Max had to do something now. That expression alone, that request alone, was enough to make every other decision seem like a felony in comparison. Max desperately thought of what she would do if she was touching herself, what would feel good to her, and expressed that on Rachel with an experimental squeeze of the soft mound in her hand.

Rachel grinned, nodding in approval.

Confidence surged through Max and she raised her other hand to hold Rachel's other breast as well, massaging both in slow, deep circles. Her eyes darted between her own movements, Chloe's busy tongue and pumping arm, and Rachel's facial reactions. Rachel always had more control over her outward emotions than both Max and Chloe could ever dream of having, so there was something really special here about seeing that defense mechanism crumble away under their combined affections; to see Rachel give herself, body and soul, to them completely.

Max rolled erect twin nipples between her fingers, the movements clumsy and unskilled but Rachel seemed appreciative all the same, and then she gently pinched them between her thumb and index fingers. Rachel hissed under her breath, pushing her chest further into Max's touch and tilting her head to capture Max's lips again, kissing her with a rising passion. Max tried to divide her attention into the kiss but she couldn't multitask as well as she hoped and that let Rachel dominate her entirely, the fist in Max's hair keeping her still as Rachel ravaged her mouth, sacrificing grace for raw hunger.

Rachel threw her head back and gasped loudly, Max blinking open her hazy vision to see that Chloe had inserted a second finger, her tattooed arm a blur of colours as she rapidly pumped in and out of the blonde. A strangled moan burst past Rachel's lips, both her hands gripping Chloe's and Max's hair respectively to keep herself grounded. The harsh tug at Max's hair was kind of painful but somehow it also felt really fucking good, and with that odd arousal soaring through her Max attached her lips to Rachel's neck, biting down just enough to be felt while she continued to firmly massage Rachel's breasts.

"Ah... shit... fuck," Rachel groaned between her inhales, hips thrusting faster and faster against Chloe's movements, the muscles noticeably tight in her lower abdomen. "You're both so..." Rachel trailed off, her mouth open in a silent cry as Chloe switched the angle of her arm, the punk's fingers curling up in a way that made Rachel's whole body writhe, only held still thanks to Max's arms and Chloe's hands on her thighs.

" _Fuck_! Chloe... Chloe, my _god_ , hold on, wait," Rachel forced out in a harsh breath. Even when Chloe halted her movements—Max did too just in case—Rachel seemed to have trouble regulating her breathing and controlling her tremors.

"Are you okay? Did I..." Chloe looked away, immediately assuming she did something wrong.

"No! Christ Chloe, that was amazing. I almost came, that's why I stopped you." Chloe's brow furrowed in confusion and Rachel released a breathy laugh. "Get the strap-on. The purple one. The one wider at the base."

Now it was Chloe's turn to laugh, her expression bright and delightfully pink, free of her previous worries. "Damn, you really want a hard orgasm, don't you?"

"I'd say you have no idea, but," Rachel paused to release a low moan as Chloe pulled out her fingers, "I'm pretty sure you know. Plus this way you can feel good, too."

Chloe grinned and sat up, her loose black bra tumbling down thanks to gravity and Chloe was quick to toss it away with her clean hand. Max stared, admiring her beautiful Chloe, and Chloe was definitely more bashful over the attention than Rachel had been, but Max could tell she liked her girlfriends admiring her. Wanting her.

 _Fuck_ , Max wanted her.

Chloe held up her right hand, her two fingers slick with Rachel's juices, and she grinned at both of them as she stroked those fingers together, looking prideful. Which she had full right to be, honestly. She almost made Rachel come and probably would have if the blonde didn't stop her.

Rachel chuckled, shaking her head and gesturing for Chloe to move closer. "I'll take care of that. Come here."

Chloe obliged, sticking out her hand for Rachel to take and presumably clean off with tongue. Rachel would definitely be the type of person to do that and look fucking attractive doing it.

Now, Max wasn't exactly sure what came over her. Maybe some sort of primal urge or an out of body spiritual force. But when Rachel reached for Chloe's hand Max beat her to it, gently gripping Chloe's wrist and dragging it over Rachel's shoulder and close to her own face. Max stared at those two fingers, recalling the sounds Rachel's body and mouth made as they thrust against her inner walls, and at the sticky, dripping residue that remained.

Her mind blissfully blank, Max manoeuvred Chloe's two fingers in her mouth up to the knuckle, closed her eyes, and sucked.

Immediately Max realized why Chloe's lips had an unfamiliar taste on them not too long ago and that fact would have made her face burn if it wasn't already. Like before it wasn't unpleasant, but this was the actual source so the taste and smell was much stronger. And it was _Rachel's_.

That made the substance an intoxicating treat, her form of ambrosia, and Max was determined to clean off every last drop.

She slowly eased her head back and forth, feeling Chloe's fingers, that were rigid originally, begin to relax in the warmth of her mouth. She weaved her tongue between Chloe's digits, creating just enough space to lick every inch of skin. Max softly dragged her teeth against Chloe's fingers for one patterned movement and heard Chloe's sharp intake in response. With one last swirl of her tongue around the digits, Max freed Chloe's fingers with a wet _pop_ and let go of her hand.

Max opened her eyes and felt her heart leap at how both Chloe and Rachel were staring directly at her with wide eyes and dropped jaws. Chloe's hand lingered in the air for a moment before limping down to her side.

"Max," Chloe began softly, blue depths darting between Max's eyes and her mouth, her lips opening and closing a few times as she struggled to speak, "that was the hottest thing I've ever seen."

Max's blush darkened, and Chloe's reveal helped Rachel recover and the next thing Max knew the blonde's lips were on her ear. "Yeah Max," Rachel agreed, her whispering voice sending tingles down Max's neck, "I almost came just from watching that."

Rachel bit down on her earlobe and Max was once again reminded how much her body was throbbing with need. Every little action was pushing her closer and closer to the edge.

"Okay, I'm gonna get the... um... yeah," Chloe said awkwardly, briefly scratching the back of her neck before crawling off the bed to search for the toy.

Rachel grinned, her catlike hazel eyes lazily following Chloe's form across the room. Then she sat up—Max felt a cold rush of air harass her front and it made her feel empty somehow—and she stretched her arms high above her head and Max had no idea how someone's back and shoulder blades could look that sexy but... _fuck_.

Shifting to rest on her knees, Rachel turned to face Max on the bed. Max's eyes wandered down before she could stop them, snapping back up to Rachel's face when the blonde giggled. "How are you feeling, Max?" Rachel asked.

Okay, how the _hell_ was she even supposed to answer that? Unfair question. Unfair everything.

"Um..." Max struggled, rubbing her elbow. "I don't know? Kinda like I want to explode."

Rachel laughed and the melody was as calming as it was enticing. "Yeah, that's a common feeling." The blonde's expression softened, the slightest tinge of worry manifesting. "Nothing's been too much so far?"

"No! This has been..." Max paused, eyes roaming all over Rachel's face, her body still warm from Rachel's heat, Rachel's moans still ringing in her ears, "... wowser."

Rachel laughed again, leaning forward to leave a sweet, lingering kiss on Max's forehead that the brunette hoped wasn't as sweaty as it felt.

"Well, it's not over yet," Rachel stated, her face lingering so close to Max's that she could feel the older girl's hot breath wash over her. Rachel's eyelids drooped and her voice adopted a low, husky tone. "I hope you're prepared for more."

Max gulped, eyes darting back and forth between Rachel's. Dog, this girl had so much power over her it wasn't even funny.

Despite Rachel's seductive tone it looked like she was actually hoping for a consenting response so Max gave a quick nod. "H-How are you feeling?" Max asked, fumbling for words. It was hard to breathe.

"Like I want to fucking orgasm," Rachel chuckled, kissing Max again before turning to look at the blue haired girl scurrying about the messy room. "You find it yet, Chloe?"

"Calm your vag, Rach, it's been awhile since we've used—ah, there it is! Little fucker," Chloe said, leaning down to pick up the purple strap-on out of a drawer. It actually had a phallus on either side, but the one facing inward—Max assumed for the wearer—was significantly smaller than the other one, which was indeed fairly wide at the base. At least, as far as Max could tell.

Chloe kicked off her pants and shimmied out of her boy shorts, flushing as Rachel stared shamelessly and Max copied the blonde without meaning to. But Christ. She grew up with Chloe. Chloe's her best friend. A part of her was still accustomed to how Chloe's body looked when they were kids. Five years later and suddenly Chloe looked like... like _that_ , an adult body with long legs and a firm stomach and wet thighs and...

It was honestly amazing what a few years could do to a person, inside and out.

Chloe quickly adjusted the strap-on around her waist, using her own wetness, which was plentiful, to slather the inner dildo and she gently eased it inside herself, growling lowly from the sensation, and then securely locked the toy into place. Max probably would have thought Chloe looked silly with that toy dangling from her crotch if her own wasn't on fire, and instead all she could think about was how Chloe was going to make Rachel come with that thing.

Nothing silly about that. More like fucking attractive. Not to mention how every time Chloe would thrust against Rachel the inner dildo would push further inside her, and _wowser_.

Max was about to see both of her girlfriends get off for the first time. If she still had her time powers, this would be the moment she would permit using them.

"Okay, now where's the lube..." Chloe wondered aloud, looking around the room.

"Don't worry about that, hun. I got this," Rachel assured, scooting forward to sit on the edge of the bed. Max followed by instinct, wanting to stay close to her. Rachel noticed, gently rubbing Max's arm with her knuckles before looking back to Chloe. Rachel tapped the floor in front of her with her foot, signalling for Chloe to stand there.

Chloe obeyed, biting her lip. Her steps were a little more awkward than normal. Wasn't hard to figure out why.

Rachel held out her hand and Chloe took it, interlacing their fingers and squeezing. With her other hand she used a finger to playfully flop the fake dick around, temporarily entertaining herself, before she surged forward and engulfed the tip of the toy in her mouth.

That was enough to electrify Max's brain, but of course Rachel would never let either of them off that easy. She would push them and push them until they were begging her to end it, and even then she would tease them at least one time more.

Rachel focused on the tip for awhile, sucking on it hard before releasing it with a sharp _pop_ , and then stared up at Chloe through her dark eyelashes as she ran the tip of her tongue from the head to the base of the toy. On the top, the bottom, both sides, back and forth like a memorized routine.

Chloe was entranced at this point, transfixed on Rachel completely, her eyes cloudy and her cheeks rosy. She ran a lazy hand through Rachel's golden mane, brushing it out of her face and massaging her scalp. Rachel hummed appreciatively, giving Chloe's inner thigh a quick nip before returning to the toy.

Max wanted to help, too. God, Max wanted to help, too. And this time she didn't hesitate. She helped Rachel feel good and she could do the same for Chloe, too.

The brunette kissed Rachel's shoulder before shedding her hoodie, too hot to stay in it, and moved behind Chloe, wrapping her arms around the taller girl. Chloe froze for a moment, perhaps feeling crowded, but soon relaxed into Max's hold. Man ran her hands up and down Chloe's back, kneading Chloe's spine with her knuckles, and then gently massaged Chloe's shoulders. The blue haired girl groaned, muscles stiffening and loosening under her touch.

"God, Chloe," Max started, pressing a warm kiss in the middle of Chloe's shoulder blades, "you're so beautiful."

"Y-You are, too," Chloe said with a hitched breath. "I've always thought so."

Max's heart slammed against her ribcage, desperate to break free so it could be closer to Chloe's that was beating just as strongly. Max knew keeping this heart alive was the right choice. It could never be the wrong choice.

Chloe released a sudden stifled moan, and Max looked over Chloe's shoulder to see Rachel taking a larger mouthful of the toy than before, bobbing her head similar to how Max did earlier on Chloe's fingers. Max blushed as she watched Rachel move faster, stronger, purposely pushing against the toy as much as she could so the force of the dildo would cause hot friction within Chloe.

Max rubbed at Chloe's sides and Chloe's free hand shot up to meet hers, gripping it tightly. Max could feel her shaking. Max knew if she was in Chloe's position right now she would have trouble even standing. When Chloe and Rachel had sandwiched her earlier she was only able to stay on her feet because they kept her upright.

"F-Fuck," Chloe groaned, her breaths laboured, her abdominal muscles clenching under Max's fingers. Rachel slipped her hand between the two of them to grip Chloe's ass, kneading the flesh like dough and pulling Chloe even nearer to her.

Max pushed as close to Chloe as she could without disturbing Rachel's curious hand, one of her own clutching Chloe's and the other moving to flutter over Chloe's ribcage. Max traced them delicately and used her thumb to swipe the underside of Chloe's breast, relishing in Chloe's hasty intake of air.

Max felt that familiar flicker of nervousness in her gut again at the idea of touching Chloe more intimately. It would be no different than what she had done to Rachel, but still. It was a huge deal to do this for the first time, and with her childhood best friend; with the girl she had been willing to sacrifice everything to save because Chloe was worth it. She would always be worth it.

Chloe squeezed her hand again and Max took that as a note of reassurance. Chloe wanted this. Max wanted this. The brunette thought about what she liked when she fondled herself, how Rachel reacted positively when she touched her, and that helped ease her worries when it came to touching Chloe.

Max's hand was shaking, but she found the willpower to lift it higher and cup Chloe's breast, massaging gently.

Chloe gasped lightly, pushing her body more into Max's touch, and Max took that as a positive sign to continue, feeling very warm inside knowing that she was making Chloe happy. Max trailed her mouth across Chloe's trembling shoulders as she rolled her hardened nipple between her fingers, tugging gently, before reaching her hand a little higher to directly feel how hard Chloe's heart was pounding for her and Rachel.

The aspiring model pulled away from the toy, spitting on the head and using her free hand to lather the length of the phallus with her saliva. Rachel gripped the base and grinned devilishly up at Chloe before thrusting the toy against the blue haired girl, driving the dildo further inside her. Chloe let out a startled cry and Max faintly noticed Chloe shift her legs a little further apart. Rachel gave Chloe no time to prepare herself, mimicking the back and forth motions of a handjob on the toy to purposely drive the inner half deeper into the blue haired girl, moving faster and faster until Chloe was panting.

"R-Rachel!" Chloe cried in a voice more high pitched than Max had ever heard from her. The blue haired girl closed her eyes and hunched over, ass pressing into Max as Chloe tightly gripped Rachel's shoulders for support. The grin on Rachel's face and how she rubbed even faster, each thrust causing various magnitudes of quakes in Chloe's body, almost made Max want to shove her own hand down her pants because _fuck_ this was too much and she could only imagine how stained her underwear was. Instead, she used her hands to keep pleasuring Chloe, raising both to Chloe's breasts to sharply pinch her nipples.

"Max! Fuck!" Chloe couldn't control herself, deep moans and high squeals breaking past her lips as her body arched into the pleasure both her lovers were giving her. "I... I can't... I-I'm gonna..."

And suddenly, just as quickly as Rachel had started, she pulled away, sitting back on the bed and crossing her legs like nothing happened.

The loss of contact forced a strangled groan from Chloe's throat, her body twitching. Chloe slowly blinked open her eyes and she stared at Rachel's smug face for a moment, dumbfounded. A minute or two passed before Chloe took a deep breath and straightened her body up, Max taking this as an opportunity to step aside so she could face both her girlfriends.

"Oh... _ohhhhh_ , you bitch," Chloe said with a breathy laugh, shifting her weight from one leg to the other. She looked equally as amused as she was annoyed. "As if you just did that."

"Now you know how I feel, Price," Rachel stated with a wink. "Plus now we're more likely to finish together, and I know Max would _love_ to see that, right?"

Max gulped as two sets of eyes gazed upon her and the brunette couldn't deny that accusation even if she wanted to. Seeing Rachel and Chloe so happy and in pleasure and knowing that she helped them feel that way had been so amazing so far, dreamlike really, but seeing them climax? Seeing everything that worried them vanish from their expressions and their bodies in a moment of pure euphoria? And maybe helping them reach that moment?

Of course Max would love to see that.

Rachel giggled. "You're so cute," she commented, and Max could only imagine the types of faces she must have been making for Rachel to say that. The blonde stood and stepped towards her, gently taking Max's face in her hands and giving her a slow, sweet kiss. Max could only taste the faintest traces of Rachel's lip gloss now.

But the blonde tugged on Max's lower lip with her teeth as she pulled away, reminding Max just what state this girl was in and what Max was about to be a part of.

"Lie down for me, Max," Rachel instructed gently, the request sending a shiver up Max's body. Max's gaze unconsciously shifted to Chloe, a natural reaction when she was nervous or unsure, but it was just one glance of the desperate look in Chloe's eyes and Max was already moving towards the bed, laying down on her back. It was in this split second of not touching either of them, this weird limbo in time, that Max realized how sweaty she was, her shirt clinging to her form uncomfortably. She peered at Chloe's and Rachel's naked bodies, neither of them embarrassed under her wandering gaze, and a part of her wanted to join them.

But she just couldn't. Not yet. But she wouldn't allow herself to feel bad about that, because everything she had done up to this point was very new, a huge leap out of her comfort zone, and all of them knew it. Max had overcome a lot of fears and nervousness and obstacles to make it here, and she was going to see this through until the end, regardless of being a full participant or not. She was happy and she was making both of her girlfriends happy. That was the only thing that mattered.

Rachel seductively crawled on top of her, back arching like a cat as she kissed up Max's abdomen through her T-shirt, and even with the clothing in the way it was still one of the hottest things Max had ever experienced and it made her whole body tremble. Rachel's lips lingered at Max's collarbone, her tongue sinking in the creases and her teeth leaving fresh marks, before the blonde travelled up Max's neck to capture her lips again, exploring the brunette's mouth until they were swallowing each other's gasps and moans. Max buried a hand in Rachel's hair, tugging this beautiful girl, _her_ beautiful girl, ever closer, and Rachel smiled into their kiss and tucked some rebellious brown strands behind Max's ear.

Rachel pulled away, expression bright and delightfully aroused, and she positioned herself on all fours over Max, ass high in the air. With a flip of golden hair, Rachel turned her head around to look at Chloe who had been standing there enjoying the view. Rachel smirked, giving a firm smack to her own rear to shake Chloe out of whatever daydream she was having.

"It ain't gonna fuck itself, Chloe. Not right now, anyway." Rachel winked, hazel orbs shining like embers in a campfire. "I want you to make me come, Chloe."

The blue haired girl bit her lip, blushing hard, hands twitching at her sides. In a blur of movement she was standing behind Rachel, one hand tracing the curve of Rachel's spine and the other rubbing the girl's slick folds with the toy, using Rachel's wetness to lubricate the strap-on even more.

Rachel stared down at Max as they both waited for Chloe to make her move. Overcome with sudden emotion, Max lifted her hands to cup Rachel's face, thumbing her cheeks. She felt muscles under her palms softly shift to form a smile, one that understood everything Max was feeling. One that understood how much Max wanted to be here for Rachel in this moment. Rachel turned her head in Max's hold to lay a ghost of a kiss on her palm, never breaking eye contact. Max felt her heart swell; aching from love.

With one hand on the toy for support, Chloe slowly slipped inside Rachel and Max felt the blonde sigh with her whole diaphragm, her body curling and her grin stretching from ear to ear. Chloe pulled back a little until only the head was still inside before pushing in again, deeper than before, almost the entirety of the glossy purple toy hidden from view.

Rachel purred—that low rumble couldn't be described as anything else—and closed her eyes as she savoured the full sensation. Chloe remained still for a bit, probably to let Rachel get used to the size of the toy stretching her inner walls even though that probably wasn't necessary. Not with how worked up Rachel was. Not to mention how sexually active Rachel was as well. It was a sweet gesture regardless, though, and one that probably took great restraint considering how Chloe looked just as ready to orgasm as Rachel.

Max reached out for Chloe, wanting to touch her, too. Chloe reacted immediately, on instinct, to grip Max's outstretched hand with her own, sweaty palms squeezing together.

In a sure position, Chloe released the toy to grip Rachel's waist and started thrusting.

It began as a pattern of slow thrusts, groans unfurling from Rachel's mouth like smoke trails, and when the blonde rocked her hips back against the toy Chloe started making similar noises, squeezing Max's hand with every movement.

Max's breathing deepened as she watched them, her core burning with desire. Strips of Rachel's hair fluttered in her face from the constant motion and Max used the hand still on Rachel's face to clear the blonde's vision, securing the locks behind her ear. Hazel eyes opened to gaze down at Max, oozing raw seduction, successful in swirling the butterflies in Max's lower belly.

Rachel leaned down to kiss Max again, open mouthed and hot, tongues stretched and explorative and teeth nearly clacking together as Chloe increased her pace. Rachel moaned lowly into Max's mouth and the brunette felt faintish. She wrapped an arm over Rachel's shoulders to support herself, feeling her own body rock back and forth thanks to her connection to both Rachel and Chloe.

Suddenly Rachel shifted just enough to shove her knee between Max's legs, the unexpected spike of pleasure making Max break the kiss to throw her head back. Rachel didn't move her limb again but she didn't really need to; Chloe's thrusts moving Rachel's body just enough to rub against Max's crotch in a frustratingly agonizing pattern. Enough to be noticeable, enough to know the intention, but not enough to please unless Max did something herself.

Composing herself as best she could, Max looked back at Rachel and forgot how to breathe from the warm look she received. It was a look Rachel had given her before they made out on the couch, before Rachel bared her body, before every new step they were about to take together. It showed that Rachel was giving Max the chance to take this step if she wanted to. Max had no doubt that Rachel would move her knee if Max asked her to. But Rachel also knew Max wasn't ready for her or for Chloe to touch her, not in the way they were touching each other, so she was offering a form of relief for Max if she was comfortable taking it.

A hard, wet thrust from Chloe and Rachel's nose was directed to the ceiling, a cry of pleasure parting her lips, and seeing the normally composed Rachel Amber coming undone had Max grinding against the blonde's offered leg before she could stop herself.

And after the first thrust, that wave of pleasure, the warmth as Rachel gazed at her, there was no way Max could stop.

The first few rocks of her hips were experimental, hesitant, but soon Max was matching Chloe and Rachel's pace that was growing ever faster.

"Chloe... fuck..." Rachel bit her lip, grabbing fistfuls of the bed sheets. "You're so good... ah, fuck! Harder, Chloe!"

"Fuck, Rachel..." Chloe's expression twisted in pleasure, each intake of breath morphing into a gasp. "God, I love you... I-I hella love you."

Rachel looked over her shoulder, whimpering under her breath as she gazed longingly at the blue haired girl. "I love you too, Chloe."

Chloe was shaking so hard. She leaned over Rachel's body, a lot of weight pushed against Max's hand as she thrust rougher and deeper at a lower angle. Rachel gasped, pushing back with equal force against Chloe's ministrations.

"F-Fuck, Chloe! Right there babe. Shit, _keep going_!"

Max pictured how that must have felt, the wholeness, the aggressiveness, and that fueled the movement of her own hips, unable to hold back her gasps as she stimulated her clit against Rachel's knee, the pleasure somehow so intense even through her jeans.

Max caught Chloe's hooded gaze and they nodded to each other, releasing their hands to focus fully on Rachel. Chloe gripped Rachel's hips with both hands, securing her so she could penetrate her with fuller, quicker thrusts, whines spilling from Chloe's mouth as the toy pushed further into her every time. She was getting close. Even someone as inexperienced as Max could see that.

The photographer turned her attention to Rachel who was clearly nearing the edge as well but was trying to drag it out as long as possible. Max had a few guesses as to why but the biggest one that popped up was that Max was involved this time, Rachel wasn't sure when it would happen again, and she wanted to enjoy it for as long as she could.

Rachel was a thoughtful sweetheart even when being a relentless tease. Max fucking loved her.

The brunette stretched her head up to pepper kisses along Rachel's exposed neck, one of Max's hands softly scratching up and down Rachel's back while the other clumsily groped her breasts. Rachel growled in her ear, a hungry lioness, and Max whined into her collarbone, palming the girl's chest more roughly and grinding her core so ferociously on Rachel's knee she was surprised the fabric at her crotch didn't rip.

She pinched at Rachel's nipples, syncing her ministrations with Chloe's plunges, the fire in her belly blazing hotter and hotter as both Rachel and Chloe made louder and louder noises. Rachel tipped her nose towards the bed, forehead on Max's shoulder. Max could feel how much she was trembling; how heavy she was breathing; the quivers in her thighs impossible not to notice. She was so close. Chloe was, too. Honestly, Max was right on the edge as well, and was craving the release as desperately as them and needed a way to reach it.

Then Max remembered how she felt when she made Rachel feel good downstairs on the couch. That noise Rachel made, that look on her face, when Max raised her leg just a little higher, and how fucking good it felt, both emotionally and sexually, to know she gave Rachel such a rush of bliss. To Max, that moment of clarity felt better than touching herself ever did.

And she had the opportunity to do that again.

Max hesitated only for a moment—she'd definitely never touched anyone other than herself down there before and just had to remind herself to be gentle and just move her hand as if she were touching herself—before the hand cupping Rachel's breast ventured southward, past her quivering stomach, past her waistline, gently feeling the wetness on Rachel's inner thighs and how much the skin was rippling like water because of Chloe's harsh thrusts, before coming to a stop on Rachel's clit. Max's fingers twitched for a moment, unsure, a little scared, but she pushed forward because she knew Rachel wanted this, needed this even, and Max needed this too, and that inspired the first circular motion against the sensitive, hardened bud.

The sound Rachel just made in her ear was unlike anything Max had ever heard, almost a banshee-like screech, and her body absolutely jolted.

"Oh my God! Max! _Ah_!" Rachel cried in her ear, grinding down on Max's fingers. Max moaned in response, rubbing herself harder against Rachel's leg and swirling her digits faster against Rachel's clit. "Fuck, Max! You're doing amazing. Keep... keep... faster, please... oh god..."

Rachel lifted her head to look at her, those hazel eyes shiny and barely open, like it took all her energy to do so. Max couldn't look away, entranced by that desperate gaze. The brunette kept her pace with her fingers and her hips, her body growing tired but her willpower and desire stronger than ever. She was so hot and the look on Rachel's face was so beautiful, a fountain of bursting emotions, and Max wanted to see them all; wanted to absorb everything Rachel had to offer; wanted to see Rachel at the pinnacle of ecstasy.

The thought made Max cry out, which made both Rachel and Chloe groan in response.

Max needed this more than she'd ever needed anything else.

Rachel was losing all her control and almost looked afraid of that possibility and Max reacted immediately, the hand on Rachel's back smoothing her golden mane before cupping her face, gently thumbing her cheek.

"It's okay. I'm right here," Max soothed, her voice encompassed in an enriched tone she had never heard from herself before. "I'm always going to be right here for you." Max whined, roughly grinding against the blonde's knee, pleasure shooting up her spine like electricity. She was ready to burst with heat, everything white-hot, Rachel's expression and the comforting warmth of her body the only factor keeping Max stable. "I love you, Rachel. I love you so much."

Rachel couldn't respond, her flushed face overwhelmed with happiness before Max touched her deeper, fingertips rubbing small, rough circles that had Rachel writhing, her knee pressing further into Max's crotch involuntarily. Max groaned, almost losing herself 'cause that was so good, _fuck_ , but she forced herself to persevere because she needed this; needed to feel Rachel; needed Rachel to feel her. Rachel was so beautiful, so vulnerable right now, and Max loved her so much and needed to see the moment Rachel floated away from any and all of her torments.

When she could truly see Rachel be free.

"Rachel! Fuck me... I'm so close..." Chloe moaned, broken cries parting her lips as her fingers dug into Rachel's hips, leaving marks as she thrust so deeply into Rachel, slamming a spot that reduced Rachel's voice to shrill cries, one of Rachel's hands flying into Max's locks and gripping tightly, trying to get as close as possible. Chloe was relentless, pushing against Rachel, shimmering bodies dancing with harsh, enchanting rhythms, both of them so close and Max couldn't handle it.

"Max! Chloe! _Fuck_ , I'm... I _can't_..."

"I got you," Max murmured, stroking her cheek. "We got you. Let go for us, Rachel."

With one more flick against her clit Rachel lurched, spasms rocking her body and her lips parting in a silent scream as she came. Chloe continued her ministrations, her thrusts elongating Rachel's orgasm until the punk finally cried out, barely staying on her feet as her body limped over Rachel's, shaking softly.

And Max couldn't help it.

One more roll of her hips against Rachel's thigh and Max was done, her orgasm washing over her with a gentle, but overwhelming, heat, the view of Rachel's enraptured expression keeping the waves of pleasure flowing until Max was trembling and reduced to whimpers.

Rachel's head sagged onto Max's shoulder as she began the descent from her high, deep breaths further warming Max's skin. The blonde moaned softly as Chloe slowly pulled out, the blue haired girl grunting herself as she unclasped the strap on and removed it, the purple dildos slick and dripping on either end, before she dropped the toy to the floor with a _thump_.

Rachel rolled to Max's side, snuggling close, and Chloe was quick to occupy the opposite side, her girlfriends clasping their hands together on Max's stomach, and Max instinctively wrapped an arm around each of them. It was quiet for awhile, all of them enjoying the last of their tremors and calming their breathing. Max stared up at the ceiling, eyes flickering everywhere and nowhere, basking in the warmth and comfort of the naked bodies curled beside her. Her mind was rolling but also blissfully blank.

That... actually happened. That actually just happened.

"Wowser," Max murmured under her breath. She didn't even realize she said it until Chloe snickered and Rachel laughed.

"Hella," Chloe agreed, voice husky and tired and so happy in Max's ear. The blue haired girl spotted lazy kisses over Max's shoulder. "Max, that was amazing. Can't believe you've been hiding a fire like that from us this whole time!" Chloe sniggered playfully. "I definitely know you've been watching porn now. You're not allowed to mock me for that anymore."

"Oh God," Max groaned, failing to fight off a blush. She gently smacked Chloe's shoulder but that only made Chloe's expression more mischievous.

"It might not even be that," Rachel disagreed, her sly tone setting off warning alarms in Max's head. Rachel stretched her neck up to say in Max's ear, "Maybe every time she said she would put her earphones in, she realized she liked _our_ music better."

"Can you guys, like, not?" Max let go of Rachel's side to cover her eyes with her hand, unable to look at the two of them. Max could feel her face burning and hated that she had no comeback against either of them. She knew she couldn't win against them even if she tried, but she at least would like the chance to try now and again.

"Wait, one more thing, because I need to know," Rachel said. Max knew this was bait but fell for it anyway, moving her hand from her eyes to awkwardly look at Rachel's face. The blonde wore a shit-eating grin, but there was a heartwarming amount of love in her eyes.

"Did you actually orgasm?"

Max's eyes widened. She uncomfortably shifted her legs and was aware more than ever how much she needed to change her underwear, and probably her jeans, after this. And take a cold as fuck shower.

"Wait, what?" Chloe asked, lifting her head for a clear look at both of them. She looked just as excited as she did shocked as she stared at Max, whose face was getting redder and redder. "Did you?"

"I..." Max fumbled for an excuse but couldn't find one quick enough because that definitely did happen, and with much less stimulation than it normally took. "I couldn't help it, okay? That was like the hottest thing ever and you both let me be a part of it without going past my boundaries. Chloe, watching you like that just kept doing things to me, and Rachel the look on your face when you... the fact that I helped with that... I just couldn't take it."

Max expected both of them to embarrass her again but when she opened her eyes she was astonished to find both of them staring at her with genuine surprise, perhaps not expecting such a confession, and how they both looked at her with so much love, so much understanding, right after made Max's heart clench. Chloe reached down to tenderly hold Max's hand while Rachel reached up to cup Max's cheek.

"Max, that whole thing was incredible. _You_ were incredible." Rachel had a rare moment of shyness again, eyes lowering from Max's. "I really wanted this to be a good experience for you, one you could look back on fondly, and hopefully make you look forward to more in the future. If you wanted to. I didn't expect you to get so... hands-on, to be honest."

Max blushed, her hand in question twitching at the callback. The brunette tried to divert attention away from her previous boldness that she still couldn't believe she managed to pull off. "Only Chloe's allowed to make puns that bad," Max exclaimed with a playful cringe.

"Hey, I... can't resent that 'cause you're totally right." Chloe scoffed but it quickly turned into a pout. "Fuck you all."

"You just did," Rachel stated with a laugh, gently swatting Chloe's shoulder, earning a decent redness from Chloe's cheeks. "We _all_ did," Rachel affirmed, and then she turned all of her attention on Max, that look in her catlike eyes making butterflies rustle again in her belly. "Max, I hope that helped you gain a bit of confidence. I love being with you no matter what we're doing, you know that right? And you knew how to read body language! I'm sure Chloe agrees with me on that one. When I wanted you to be rougher that's what you did, and let me tell you, most people don't pull off that comforting role as well as you did. That was a very personal touch, Caulfield." Rachel's expression softened, her gaze wistful. "And I loved it. Thanks for trying this with us. It means more to me than you'll ever know. I love you."

Max's heart swelled, her lips trembling as Rachel softly kissed her. It was slow and smooth and so full of love and affection.

"I love you too, Max," Chloe said. Max softly broke the kiss with Rachel to look at her childhood best friend, whose eyes held a similar look to Rachel's. "I was alone for so long and having both of you here with me, knowing I don't have to hold back anything from the two of you, it's... it's amazing. I know what it's like to be scared, Max, and this can be a really scary thing. I'm just... so glad you're here." Chloe squeezed Max's hand, her voice dropping to a whisper. "I'm glad you're here with me, First Mate."

Chloe reached up to kiss Max as well, just as softly as Rachel had, and that combined with Rachel nuzzling her neck made Max feel like she might cry. She still couldn't believe all this happened. It had been so daunting at first, so overwhelming, but she was brave and took the plunge, and now, just laying here with Rachel and Chloe and revelling in the aftermath, it all seemed so simple. Nothing complicated about it.

Rachel and Chloe loved her, and Max loved both of them. She would do anything for them and they would do anything for her. Max was still shy about sex, but that experience empowered her, let her know that she was wanted and she could make them feel good, and that made her feel better about herself more than she ever thought she could. It went far beyond physical touch, like their very souls were caressing, entwining, becoming one until they could all feel each other's pleasure.

Max would leave this experience feeling better about herself, about what she was capable of, of how she could make them both feel, and she had her girlfriends to thank for it.

"I love both of you. So much," Max said, her words thick with emotion. She looked at both of them, her heart throbbing as they met her gaze. "I don't know what I would do, or who I would even be, without the two of you. You're both so sweet and the best partners I could ever ask for. You'll never know how much I appreciate the respect you guys have for my limits, and how even during this whole thing you made sure I was okay. You went slow for me and gave me opportunities to help that weren't over the top for a newbie like me and it just means the world to me how much you both care.

"I will admit that I... have heard you guys before," Max continued, shyly looking away, "and I wondered what it was like. I wondered how it would be to watch or participate. But I was scared and nervous and even felt ashamed of myself for thinking about it. I knew I wasn't ready and I didn't want to force myself or to put either of you in an uncomfortable situation. But this... this was everything I could have wanted." Max reached out to run a hand through Chloe's and Rachel's tresses, rubbing the back of their necks comfortingly. "I felt safe here. You both made me really happy. I love you."

Both of them positively beamed at her, so full of joy and love, and a fresh wave of affection washed over Max. Every time she thought it was impossible to love them more, all they had to do was smile at her, was look at her like that, and she was proven wrong. She had been quite willing to sacrifice the world for these girls and she would do so again if it was demanded of her. Every day in Arcadia Bay was beautiful because she got to wake up next to Chloe and Rachel, create new memories with them, and love them as much as she possibly could.

And it was proven to Max today, more than ever, that they felt the same.

Chloe made an odd noise of excitement before reaching up and smothering Max into her chest, laughing and ruffling her hair. Max sputtered, not expecting the playful affection, and was surprised at how normal it felt even when Chloe was naked. Max was so stunned seeing her girlfriends naked before, because _fuck_ , but something about it felt so natural now. Like it was no longer a reason for Max to be anxious or nervous. Instead it was comforting to know how open they were with her and that they could play around like this even after something as intense as what they did together.

Rachel chuckled, the jingle as beautiful as Chloe's heartbeat next to Max's ear, and she pounced on them, the three of them laughing as they rolled around in a sweaty pile on the bed. It was so innocent, so comforting, and Max felt giddy and warm all over as they play-fought and kissed and laughed until they had to stop and regain their breath. They laid in a tangle of limbs, Max still in the middle and her legs intertwined with her girlfriends'.

Chloe sighed into Max's neck and Rachel smoothly trailed her hand across Max's stomach, prompting Max to pull them in even closer and rub her hands up and down their arms. They both looked at her, sets of blue and hazel eyes shining and full of a deep, insatiable love, and as Chloe kissed her, followed by Rachel, and as Max watched them kiss each other, Max was sure of something.

She could definitely get used to this.

* * *

 **A/N: This is the first time I've written an explicit sex scene before and the whole thing made me pretty nervous, but I'm more than happy that I gave my first time to these three. I hope it satisfied all your feelsy, fluffy and smutty needs. Would love to hear your thoughts! Have a good day everyone :)**


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